Imara Global Fund Limited Prospectus - The Stock Exchange of ...

Imara Global Fund Limited Prospectus
Revised September 2012
19 th September 2012
Investment in Imara Global Fund Limited (the “Fund”) involves above average risk and your attention is
drawn to the section headed “Risk Factors” of this prospectus (the “Prospectus”). Such investment is
only suitable for institutional investors and financially sophisticated individuals who have taken
appropriate professional advice and who are in a position to understand and to take such risks and satisfy
themselves that such investment is appropriate for them.
Any person relying on information contained in this Prospectus, which is current at the date shown above,
should check with the Imara Asset Management Limited (the “Manager”) that the document is the most
recent version and that no revisions have been made or corrections published to the information contained in
this Prospectus since the date shown. The half-yearly and annual statements for the Fund form part of this
Prospectus.
Prospective investors must determine for themselves what reliance (if any) they should place on such
statements views or projections or forecasts. Prospective investors are strongly advised to conduct their
own due diligence including without limitation the legal and tax consequences for them of investing in
the Fund. If you are in any doubt about the contents of this document you should consult your financial
adviser.

2 Explanatory Note to the Prospectus
An application has been made for the listing of participating shares of Imara Global Fund Limited on
The Stock Exchange of Mauritius Ltd.
The Prospectus has been submitted to The Stock Exchange of Mauritius Ltd in lieu of Listing
Particulars in accordance with Listing Rule 16.38. It includes particulars given in compliance with
The Stock Exchange of Mauritius Ltd Rules governing the Official Listing of Securities for the
purpose of giving information with regard to the issuer. The directors, whose names appear on page
11 of this document and the Manager (Imara Asset Management Ltd) collectively and individually,
accept full responsibility for the accuracy or completeness of the information contained in this
document and confirm, having made all reasonable enquiries that to the best of their knowledge
and belief there are no other facts the omission of which would make any statement herein
misleading.
This document is issued for the purpose of giving information in relation to the application made by
Imara Asset Management Ltd and includes an overall view of Imara Global Fund Limited’s activities.
It is intended only for the use of the person to whom it is addressed and is not to be redistributed,
reproduced or used, in whole or in part, for any other purpose.
This document has been vetted by the Listing Executive Committee, in conformity with the Listing
Rules of The Stock Exchange of Mauritius Ltd. The Listing Executive Committee of The Stock
Exchange of Mauritius Ltd assumes no responsibility for the contents of this document, makes no
representation as to the accuracy or completeness of any of the statements made or opinions
expressed therein and expressly disclaims any liability whatsoever for any loss arising from or in
reliance upon the whole or any part of the contents of this document.
The principal investment policies set out in the prospectus will, in the absence of unforeseen
circumstances, be adhered to for at least three years following listing and that any material change
in the policies within that period may only be made with Shareholder approval.
There has been no significant change or new information in the prospectus during the last 12
months.
Permission has been granted by the Listing Executive Committee on 13 December 2012 for the
listing of participating shares of Imara Global Fund Limited on the Official List of The Stock
Exchange of Mauritius Ltd on 26 December 2012.
It is not expected that dealings in the shares of Imara Global Fund Limited will take place on the
Official Market of The Stock Exchange of Mauritius Ltd.
Date: 13 December 2012
LEC/TL/04/2012
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IMPORTANT INFORMATION
This Prospectus comprises information relating to the Imara Global Fund (the “Fund”), which is an
open-ended investment company, established under the laws of the British Virgin Islands by articles
and memorandum of association dated 27 August 1997, as amended from time to time.
The directors of the Fund (the “Directors”), whose names appear on Page 11, accept responsibility
for the information contained in this document. To the best of the knowledge and belief of the
Directors, who have taken all reasonable care to ensure that such is the case, the information
contained in this document is in accordance with the facts and does not omit anything likely to
affect the import of such information. Distribution of this Prospectus must be accompanied by a
copy of the Fund’s latest annual report and accounts.
No person has been authorised to give information or representations other than those contained
herein in connection with the offering of Participating Shares in the Fund, and if given or made,
such information or representations must not be relied on as having been authorised by the Fund or
Imara Asset Management Limited (the “Manager”). Neither the delivery of this Prospectus nor the
creation or sale of Participating Shares shall imply that there has been no change in the affairs of
the Fund since the date hereof.
The Directors have taken all reasonable care to ensure that the facts stated herein are true and
accurate in all material respects and that there are no other material facts the omission of which
would make misleading any statement herein whether of fact or opinion. The Directors accept
responsibility accordingly.
If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker,
bank manager, solicitor, accountant or other financial adviser.
Please remember that the value of Participating Shares and the income from them can go down as
well as up (this may partly be the result of exchange rate fluctuations) and you may not get back
the amount invested.
Past performance is not necessarily a guide to future performance. There is no guarantee that the
stated objectives will be achieved. The attention of potential investors is particularly drawn to the
Risk Factors set out on pages 14 to 23 of this Prospectus.
The Fund has been established and is recognized as a professional fund under the British Virgin
Islands Securities and Investment Business Act, 2010 (“SIBA”). As such, no offer or invitation may be
made to an investor or potential investor to purchase or subscribe for Participating Shares unless
the investor or potential investor is provided with the following investment warning complying with
the Mutual Funds Regulations, 2010: An investment in the Fund is only suitable for and Participating
Shares may only be issued to “professional investors” (as defined below) and the initial investment
of each investor in the Fund, other than exempted investors (as defined in SIBA), shall not be less
than $100,000 (U.S.) or its equivalent in another currency. Recognition of the Fund does not entail
the supervision of the Fund by the British Virgin Islands Financial Services Commission (the
“Commission”) or by any other regulator outside of the British Virgin Islands. The requirements
considered necessary for the protection of investors that apply to a fund registered under SIBA as a
public fund do not apply to the Fund. An investor in the Fund is solely responsible for determining
whether the Fund is suitable for his investment needs. Investment in the Fund may present a
greater risk to an investor than an investment in a fund registered under SIBA as a public fund.
A “professional investor” is a person: (a) whose ordinary business involves, whether for that
person’s own account or the account of others, the acquisition or disposal of property of the same
kind as the property, or a substantial part of the property, of the Fund; or (b) who has signed a
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declaration that he, whether individually or jointly with his spouse, has net worth in excess of
$1,000,000 (U.S) and that he consents to being treated as a professional investor.
The Financial Services Commission Act, 2001 provides that the Commission may require the Fund to
provide specified information or information of a specified description or to produce specified
documents or documents of a specified description if such disclosure is reasonably required for the
purpose of discharging the Commission’s function or ensuring compliance with any financial
services legislation. The Commission may impose conditions on the Fund’s certificate of
recognition. In addition, the Commission may take enforcement action against the Fund (which
may include revocation or suspension of the Fund’s certificate of recognition).
Distribution of the Prospectus
The distribution of this Prospectus and the offering of Participating Shares in certain jurisdictions
may be restricted and, accordingly, persons into whose possession this document comes are
required to inform themselves about and to observe such restrictions. Prospective purchasers
should inform themselves as to (a) the legal requirements within their own countries for the
purchase or holding of the Participating Shares, (b) any foreign exchange restrictions which they
might encounter and, (c) the income and other tax consequences which may apply in their own
countries relevant to the purchase, holding or disposal of Participating Shares. This Prospectus does
not constitute and may not be used for the purposes of, an offer or solicitation to anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation.
Any information given or representations made by a dealer, salesman or other person and (in either
case) not contained herein shall be regarded as unauthorised and, accordingly, must not be relied
upon. Neither the delivery of this Prospectus, nor the offer or issue of shares in the Fund, shall
under any circumstances constitute a representation that the information contained in this
Prospectus is correct as of any time subsequent to the date hereof. This Prospectus may from time
to time be updated and intending applicants of Participating Shares should enquire of the Manager
as to the issue of any later Prospectus.
A Professional Investor, as defined in SIBA, is any person: (a) whose ordinary business involves, whether
for his own account or the accounts of others, the acquisition or disposal of property of the same kind
as the property, or a substantial part of the property, of the Fund; or (b) who has signed a declaration
that he, whether individually or jointly with his spouse, has net worth in excess of one million dollars
in the United States currency or its equivalent in any other currency and that he consents to being
treated as a Professional Investor.
Restrictions on United Kingdom investors
In promoting the Fund, the Sub-Adviser will be restricted to carrying on its operational activities in
compliance with such provisions.
This Prospectus has not been approved by a person authorised by the United Kingdom’s Financial
Services Authority (“FSA”) under the Financial Services and Markets Act 2000 (“FSMA”). The Fund is
an unregulated collective investment scheme for the purposes of section 238 of FSMA.
Any person who is not a person authorised by the FSA may only distribute this Prospectus or
otherwise make a financial promotion relating to the Participating Shares in the Fund in accordance
with the FSMA (Financial Promotion) Order 2005 (as amended) (“FPO”). Promotion of the
Participating Shares is prohibited by a person authorised by the FSA unless carried on in accordance
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with relevant provisions made under FSMA, namely the FSMA (Promotion of Collective Investment
Schemes) (Exemptions) Order 2001 (as amended) (“CIS Exemptions Order”) or rules made by the
FSA pursuant to its powers under section 238(5) of the FSMA found in the COBS 4.12 of the FSA’s
Handbook of rules and guidance.
Consequently, this Prospectus constitutes a financial promotion directed only at (1) persons who
have professional experience in matters relating to investments falling within Article 14 of the CIS
Exemptions Order or within Article 19 of the FPO;; (2) high net worth entities and other persons
falling within Article 22 of the CIS Exemptions Order or within Article 49 of the FPO; or, where such
promotion is made by an FSA-authorised person, (3) such categories of investor as are set out in
COBS 4.12 of the FSA’s Conduct of Business Sourcebook, including to existing clients for whom the
FSA-authorised person considers the Fund to be suitable, or who have recently invested in
substantially similar schemes, and professional client (as defined in the FSA Rules).
The persons described above to whom such financial promotion may lawfully be made are together
being referred to as “relevant persons”. Persons who are not relevant persons must not act on or
rely on this document or any of its contents. Any investment or investment activity to which this
document relates is available only to relevant persons and will be engaged in only with relevant
persons. Recipients must not distribute, publish, reproduce, or disclose this document (in whole or
in part) to any other person.
With the exception of the sub manager, neither the Fund nor the Manager is authorised by the FSA.
Prospective investors are advised that the rules made by the FSA under FSMA for the protection of
retail clients (including those conferring rights of cancellation or withdrawal) do not apply, and the
Financial Services Compensation Scheme will not be available, in relation to an investment in the
Fund.
Restrictions on US investors
The Participating Shares have not been nor will they be registered under the United States
Securities Act of 1933, as amended (the “1933 Act”) and, subject to certain exceptions, may not be
offered, sold, transferred or delivered, directly or indirectly, in the United States of America or to,
or for the account of, U.S. Persons (as defined in Regulation S of the 1933 Act). Accordingly, the
Shares are being offered outside the United States pursuant to the exemption from registration
under Regulation S under the 1933 Act and may be offered inside the United States pursuant to the
exemption from registration under Regulation D under the 1933 Act.
Any US Person, including any transferee, wishing to purchase Participating Shares in the Fund must
represent and warrant that he/she/it is/are an “accredited investor” as defined in Regulation D
under the 1933 Act and a “qualified purchaser” as defined in Section 2(a)(51)(A) of the United
States Investment Company Act of 1940, as amended (“1940 Act”). Employee benefit plans subject
to the fiduciary responsibility provisions of the U.S. Employee Retirement Income Security Act of
1974, as amended (“ERISA”), individual retirement accounts, Keogh plans and other benefit plans
may purchase Participating Shares; however, the Fund does not currently intend to permit
investments by “benefit plan investors” (as defined in Section 3(42) of ERISA and applicable U.S.
Department of Labor regulations) to equal or exceed 25% of the aggregate net asset value of any
class of equity in the Fund. Investment in the Fund by benefit plan investors requires special
consideration. Trustees, administrators and other fiduciaries investing assets of benefit plans are
urged to carefully review the matters discussed in this Prospectus and to consult their own legal
advisors prior to purchasing Participating Shares.
The Fund has not been and will not be registered under the 1940 Act, nor has this Prospectus been
filed with or reviewed by the U.S. Securities and Exchange Commission or any U.S. federal or state
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agency. Neither the U.S. Securities and Exchange Commission nor any state or federal agency has
passed upon the accuracy or adequacy of this Prospectus or endorsed the merits of this offering.
The Participating Shares have not been recommended by any U.S. federal or state securities
commission or any U.S. regulatory authority.
SPECIAL NOTICE TO FLORIDA INVESTORS
THE FOLLOWING NOTICE IS PROVIDED TO SATISFY THE NOTIFICATION REQUIREMENT SET FORTH IN
SUBSECTION 11(A)(5) OF SECTION 517.061 OF THE FLORIDA STATUTES, 1987, AS AMENDED:
UPON THE ACCEPTANCE OF FIVE (5) OR MORE FLORIDA INVESTORS, AND IF THE FLORIDA INVESTOR IS
NOT A BANK, A TRUST COMPANY, A SAVINGS INSTITUTION, AN INSURANCE COMPANY, A DEALER, AN
INVESTMENT COMPANY AS DEFINED IN THE 1940 ACT, A PENSION OR PROFIT-SHARING TRUST, OR A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE ACT), THE FLORIDA
INVESTOR ACKNOWLEDGES THAT ANY SALE OF PARTICIPATING SHARES TO THE FLORIDA INVESTOR IS
VOIDABLE BY THE FLORIDA INVESTOR EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF
CONSIDERATION IS MADE BY THE FLORIDA INVESTOR TO THE ISSUER, OR AN AGENT OF THE ISSUER,
OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE
FLORIDA INVESTOR, WHICHEVER OCCURS LATER.
Restrictions on Hong Kong investors
WARNING – The contents of this Prospectus have not been reviewed by any regulatory authority
in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any
doubt about any of the contents of this Prospectus, you should obtain independent professional
advice.
This Prospectus has not been approved by the Securities and Futures Commission in Hong Kong, nor
has a copy of it been registered by the Registrar of Companies in Hong Kong and, accordingly, the
Participating Shares may not be offered or sold in Hong Kong by means of any document other than
to persons that are considered “Professional Investors” within the meaning of the Securities and
Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder or in other
circumstances which do not result in such document being a “prospectus” as defined in the
Companies Ordinance (Cap. 32 of the laws of Hong Kong) or which do not constitute an offer to the
public within the meaning of the Companies Ordinance; and no person may issue, or have in its
possession for the purpose of issue, any invitation, advertisement or other document relating to the
Participating Shares whether in Hong Kong or elsewhere, which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to Participating Shares which are
or are intended to be disposed of only to persons outside Hong Kong or only to “Professional
Investors”.
This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer is not authorised or to any person to whom it is unlawful to make such offer of
solicitation.
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Registered Office
Harneys Corporate Services Limited
Craigmuir Chambers
P.O. Box 71
Road Town
Tortola
British Virgin Islands
Manager
Imara Asset Management Limited,
Craigmuir Chambers
P.O. Box 71,
Road Town
Tortola
British Virgin Islands
Sub Manager and Adviser
Imara Asset Management (UK) Limited
26 Forth Street
Edinburgh
EH1 3LH
United Kingdom
Administrator
Cim Fund Services Ltd
3rd Floor, Rogers House
5 President John Kennedy Street
Port Louis
Republic of Mauritius
Custodian
Standard Chartered Bank (Mauritius) Limited
Units 6A and 6B, 6th Floor
Raffles Tower, Lot 19
Cyber City, Ebène
Mauritius
Auditors
Ernst & Young
9 th Floor, NexTeracom Tower 1
Cybercity, Ebène
Mauritius
Solicitors to the Fund
Harneys Westwood & Riegels
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands
IMARA GLOBAL FUND LIMITED
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CONTENTS
Page No:
CORPORATE STRUCTURE ........................................................................................... 8
ISSUE OF PARTICIPATING SHARES ................................................................................ 8
INVESTMENT OBJECTIVES & POLICY ............................................................................. 8
INVESTMENT RESTRICTIONS ....................................................................................... 9
ERISA AND OTHER PLAN INVESTORS ............................................................................. 9
ADMINISTRATION ................................................................................................... 11
SPECIAL INVESTMENT CONSIDERATIONS AND RISK FACTORS ............................................. 14
ERISA AND OTHER BENEFIT PLAN CONSIDERATIONS ....................................................... 23
ISSUE AND REDEMPTION OF PARTICIPATING SHARES ...................................................... 28
VALUATIONS ........................................................................................................ 30
DIVIDEND POLICY .................................................................................................. 31
TAXATION ........................................................................................................... 31
GENERAL INFORMATION .......................................................................................... 35
APPENDIX I - ADDITIONAL DERIVATIVES DEFINITIONS ...................................................... 42
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CORPORATE STRUCTURE
Imara Global Fund Limited (“the Fund”) is an open-ended investment company, which was
incorporated with limited liability in the British Virgin Islands on 27 August 1997 under the
provisions of The International Business Companies Act (Cap. 291), (registration number 246204). It
was automatically re-registered on January 1, 2007 and exists as a BVI Business Company. The Fund
is authorised to issue a maximum of 4,990,100 shares divided into 100 founder shares of US$1.00
each (the “Founder Shares”) and 4,990,000 participating redeemable preference shares of US$0.01
(the “Participating Shares”) as set forth in the Memorandum and Articles of Association of the Fund
(“the Articles”). Pursuant to the Articles, Participating Shares can be issued at the discretion of
the Directors. The Fund may, by Resolution of Directors, increase or reduce the maximum number
of authorised shares and divide it into different classes of shares. If at any time the number of
authorised shares is divided into different classes of shares, the rights attached to any class may be
varied by resolution (a majority of votes cast) passed at a general meeting of the holders of all of
the Founder Shares and the written permission of at least 75% of the Participating Shares. The
Articles provide, at Clause 6, that the object of the Fund is to engage in any act or activity that is
not prohibited under any law for the time being in force in the British Virgin Islands.
Participating Shares will be issued and redeemed as set out below under Issue and Redemption of
Participating Shares, at prices based on the net asset value of the Fund at the Valuation Day (see
page 30) on such day. Procedures for the issue and redemption of Participating Shares are set out
on page 28.
U.S. subscribers and transferees will only be accepted by the Fund if they are “accredited
investors” as defined in Regulation D under the 1933 Act and “qualified purchasers” as defined in
the 1940 Act.
CHANGE OF NAME
Following the acquisition of the Founder Shares from Mr Chew and Mr Legat by Imara Holdings
Limited, the name of the Fund was changed from Anglo African Global Fund to Imara Global Fund
on 1 st July 2003.
All of the Founder Shares have subsequently been issued to Imara Holdings Limited, a company
incorporated according to the laws of Botswana.
ISSUE OF PARTICIPATING SHARES
Participating Shares were offered at an initial price of US$10.00 per share between 1st October,
1997 and 31 st October, 1997 5.00 p.m. Hong Kong time (“the Initial Offer”) payable in full on
application.
Participating Shares are offered on a weekly basis (see page 28) at a value based on the Net Asset
Value of the Fund. The Fund will offer and redeem its Participating Shares at a price based on the
Net Asset Value of the Fund.
INVESTMENT OBJECTIVES & POLICY
The investment strategy will be to seek to achieve absolute returns in the long term through the
benefits of business ownership, whilst forgoing the risks of speculating on financial assets. In order
to achieve this objective we seek to make long term investments in well managed, growing
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companies globally. The Fund is targeted at investors with a long term investment horizon. The
fund is a long only fund with no limit on the cash position.
Fixed income instruments can be used to manage cash positions, or as equity surrogates in
countries where this is deemed a more appropriate investment. The same also applies to open and
closed-ended funds, though direct equity investment will be the preferred investment route. The
Fund may buy derivative instruments such as warrants and convertible bonds, and instruments to
hedge the value of the portfolio if adverse conditions are expected. The Fund will not buy or sell
real estate or physical commodities.
Investment Restrictions
Whilst the Fund’s Articles impose no restrictions as to the type of investment it may make and the
investment methods it may adopt the Directors have resolved to adopt the following investment
restrictions. The restrictions are that the Fund will not:
1) invest more than 15 per cent of its Net Asset Value (being the latest calculation of the Net
Asset Value at the time of investment) in securities of any one issuer except for sovereign
government or supranational borrowers where a limit of 20 per cent shall apply;
2) invest more than 10 per cent of its Net Asset Value (being the latest calculation of the Net
Asset Value at the time of investment) in securities issued by companies that are not listed
on an exchange which has been granted full membership by the World Federation of
Exchanges;
3) invest in more than 10 per cent of the securities of any class of any one issuer (calculated
by reference to the nominal value of that security at the time of the investment);
5) invest directly into real estate or purchase securities of an issuer for the purpose of
exercising control or management of that issuer;
6) invest in derivatives unless it is for the purpose of efficient portfolio management in which
instance the manager to the Company, Imara Asset Management Limited (the “Manager”),
on behalf of the Company, may on occasional basis within the context of its overall
investment policy, engage in certain transactions involving the use of derivative
instruments where the Manager believes it is appropriate to hedge the currency risks
associated with non-US Dollar denominated investments, provided that the Manager does
not make use of gearing, leveraging or margining for such investments in derivatives; and
7) invest less than 90% of all interest-bearing instruments in those assigned a credit rating
"investment grade" on the international rating scale by one of the following Rating Agencies
namely, Standard & Poors, Moody’s and Fitch.
ERISA and Other Plan Investors
Employee benefit plans subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), individual retirement accounts
(“IRAs”), Keogh plans and other benefit plans may subscribe for Participating Shares in the Fund.
Investment in the Fund of the assets of employee benefit plans, tax-advantaged retirement and
welfare accounts and other similar arrangements requires special consideration. Trustees,
administrators and other fiduciaries investing assets of such plans and arrangements are urged to
carefully review the matters discussed in this Prospectus and to consult their own legal advisors.
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The Fund does not intend to permit investments by “benefit plan investors” (as defined in Section
3(42) of ERISA and regulations of the Department of Labor) to equal or exceed 25 per cent of the
value of any class of equity in the Company, but reserves the right to do so at any time. See “ERISA
AND OTHER BENEFIT PLAN CONSIDERATIONS.”
Page 10

ADMINISTRATION - Directors of the Fund
JONATHAN KHEAN CHEW (British),
Loddon Court
Loddon Drive
Wargrave
Reading RG10 8HD
United Kingdom
Mr. Chew is currently the Managing Director of Imara Asset Management (UK) Ltd. He was the
Manager of the Fund between 1997 and 2004. Prior to that, between 1989 and March 1997, he was
the Chief Investment Officer of the Emerging Markets at LGT Asset Management PLC (formerly GT
Management Limited). He was a director of LGT Asset Management Limited in Hong Kong for
several years, and for the ten years before joining LGT Asset Management Limited, was an
investment analyst with a firm of London stockbrokers analysing Asian markets. Mr. Chew
graduated from Loughborough University in 1978.
JOHN RICHARD LEGAT (British),
6 Hampstead Road,
Highlands,
Harare,
Zimbabwe
Mr Legat is currently the Chief Executive of Imara Asset Management Zimbabwe (formerly Fleming
Asset Management) which he founded in 1998 on behalf of the Robert Fleming Group. In addition he
heads up the Asset Management division for the Imara Group. After leaving university in 1984 Mr.
Legat spent thirteen years with LGT Asset Management PLC before leaving in March 1997 to set up
Anglo African Investment Management Limited, based in Zimbabwe. As a senior portfolio manager
of the continental European team and, since 1990, a member of the global emerging markets team
at LGT he travelled extensively in Europe, Africa and the Middle East and is considered a specialist
in investing in those regions. He was a Director of LGT Asset Management (UK) Limited and GT
Deutschland S.A.
ROGER RONALD MATTHEWS (British),
La Druidiere, 61410,
Mehoudin,
France
Mr. Matthews was the Founder of the Obelisk International Trust Group (“Obelisk”) for which
company he was the Managing Director for ten years until October 2006. Obelisk was a group of
private companies based in the Channel Islands which specialized in corporate, trust and collective
investment schemes including consulting, management and administration services. Obelisk merged
with Beresford Trust & Corporate Services Limited in 2006, who he now acts for as a Consultant.
After studying at Oxford and Aston Universities, Mr Matthews trained as an accountant and has
worked in the offshore banking, mutual fund and trust industry for 41 years, holding various
executive positions with major international banks including the Bank of Bermuda and Royal Bank
of Canada. He has worked in Bermuda, Hong Kong, Luxembourg, Guernsey and Jersey. He serves as
a director of several international investment management group’s offshore structures and offshore
mutual funds and was for several years the Vice Chairman as well as an active Committee member
of the Society of Trust & Estate Practitioners in the Channel Islands. He was the inaugural Chairman
of the Guernsey Fund Managers Association. Mr Matthews was an original Director of Imara Holdings
Limited and Chairman of the group Audit Committee for several years, he retired in September
2009. He is also a Director of several international listed companies.
Page 11

No Director has:
• any unspent convictions in relation to indictable offences; or
• been bankrupt or the subject of a voluntary arrangement, or has had a receiver appointed
to any asset of such Director; or
• been a director of any company which, while he was a director with an executive function
or within 12 months after he ceased to be a director with an executive function, had a
receiver appointed or went into compulsory liquidation, creditors voluntary liquidation,
administration or company voluntary arrangements, or made any composition or
arrangements with its creditors generally or with any class of its creditors; or
• been a partner of any partnership, which while he was a partner or within 12 months after
he ceased to be a partner, went into compulsory liquidation, administration or partnership
voluntary arrangement, or had a receiver appointed to any partnership asset; or
• had any public criticism by statutory or regulatory authorities (including recognised
professional bodies); or
• been disqualified by a court from acting as a director or from acting in the management or
conduct of affairs of any company.
Manager
The Manager of the Fund is Imara Asset Management Limited, a limited liability company
incorporated in the British Virgin Islands on 26 th February, 2003 and appointed Manager under an
agreement dated 1 st November 2005. Its registered office is at Craigmuir Chambers, Road Town
Tortola, British Virgin Islands.
Imara Asset Management Limited is a wholly owned subsidiary of Imara Holdings Limited, a financial
services company incorporated under the laws of Botswana and regulated by the Non-Bank
Financial Institutions Regulatory Authority. Imara Holdings Limited provides asset management,
corporate advisory and stock broking services primarily to its clients operating in Southern Africa.
The current directors of the Manager are Mr. John Legat, Mr. Jonathan Chew (who are described on
Page 11), Mr. Peter G. Glossop and Mr Mark JS Tunmer. Mr. Glossop was the investment director of
Barnato Brothers Limited, the London subsidiary of Johannesburg Consolidated Investment Company
Limited (JCI), from 1960 to 1970. He then joined GT Management Limited as one of the four
founder members and directors with responsibility for UK investment policy. He retired in 1995.
Mr. Mark Tunmer has in excess of 20 years of broking and advisory experience and has personally
been involved in raising over US$475 million in sub-Saharan capital markets through numerous
listings, privatisations and rights issues on regional stock exchanges. In addition, Mark has advised
the Reserve Bank of Malawi on the establishment of the Malawi Stock Exchange, the Botswana
Government on the establishment of the Botswana Stock Exchange and the formulation of the
Botswana Stock Exchange Act, Rules and Regulations and the Swaziland Government on the
establishment of the Swaziland Stock Exchange. He is a Director of the Malawi Stock Exchange and
is a past Chairman of the Zimbabwe Stock Exchange.
Administrator
The Administrator of the Fund is Cim Fund Services Ltd ( “CFUS” or the “Administrator”) which
holds a licence under Section 77 of the Financial Services Act 2007, issued by the Financial Services
Commission, Mauritius and has been appointed as Administrator of the Fund under the terms of an
administration agreement (the “Administration Agreement”) effective as from 1 st July 2012.
Cim Fund Services Ltd, a wholly owned subsidiary of Cim Financial Services Limited, has been
created as a specialist fund administration company to which the Fund administration businesses of
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International Management (Mauritius) Ltd (“IMM”) have been assigned. IMM was incorporated in
1992 and was the first offshore management company to be licensed in Mauritius.
The Administrator shall not be liable for any act of omission, error of judgment or mistake of law or
for any loss of damage suffered by the Fund, any Cell, the Investment Manager or the Shareholders
in connection with the Agreement, except for any loss resulting from wilful malfeasance, bad faith
or gross negligence.
Under the terms of the Administration Agreement, the Fund indemnifies the Administrator against
all liabilities incurred in connection with its duties under the agreement, except where such
liabilities result by reason of gross negligence in respect of the Administrator’s obligations and
duties under the said agreement. The administration agreement may be terminated by either party
on 90 days prior written notice or upon breach of a material term of the agreement by a defaulting
party where the other non-defaulting party, by notice, has elected to treat such breach as
releasing or discharging it from its obligations.
Custodian
Standard Chartered Bank (Mauritius) Limited has been appointed as Custodian of all the assets of
the Company. Standard Chartered PLC (the “Custodian”), listed on the London, Hong Kong and
Mumbai stock exchanges, ranks among the top 20 companies in the FTSE-100 by market
capitalisation and counts among its clients the world's largest global custodians, broker-dealers,
fund managers and institutional investors. The London-headquartered Group has operated for over
150 years in some of the world's most dynamic markets, leading the way in Asia, Africa and the
Middle East. The Custodian is the leading provider of custody services in Africa with assets under
custody in the region of US$1.3 billion. The custody of the Fund is administered by Standard
Chartered’s branch office in Mauritius. It has been appointed custodian to the Fund in terms of an
Agreement dated 26 June 2012(“the Custodian Agreement”).Under the terms of its appointment,
the Custodian may appoint agents, delegates and sub-custodians. Pursuant to the terms of the
Custodian Agreement, the Custodian will not be liable for the acts or omissions of any other agents,
delegates or sub-custodians appointed by it in relation to markets which it considers and has
notified to the Company as emerging markets.
Standard Chartered acts as Custodian to the Fund pursuant to the Custodian Agreement and will be
responsible for all assets of the Fund other than assets deposited as margin with brokers. Such
assets will be held by the Custodian in a separate client account and will be separately designated
in the books of the Custodian. Assets deposited as margin need not be segregated and may become
available to the creditors of brokers.
Sub-custodians may be appointed by the Custodian, provided that the Custodian shall exercise
reasonable skill, care and diligence in the selection of a suitable sub-custodian and shall be
responsible to the Fund for the duration of the sub-custody agreement for satisfying itself as to the
ongoing suitability of the sub-custodians to provide custodial services to the Fund. The Custodian
will also maintain an appropriate level of supervision over the sub-custodians and will make
appropriate inquiries periodically to confirm that the obligations of the sub-custodians continue to
be competently discharged. Any sub-custodian appointed will be paid normal commercial rates.
The Custodian shall not be liable in the event of the loss of any assets held by a sub-custodian
provided that such sub-custodian exercised reasonable care and acted without gross negligence or
wilful misconduct
Under the terms of the agreement entered into between the Fund and the Custodian (the “Custody
Agreement”), the Fund undertakes to indemnify the Custodian against all actions, claims and costs
Page 13

and expenses brought against the Custodian in the performance of its duties, except where such
actions, claims and costs and expenses arise as a result from a breach of the Custody Agreement or
where the Custodian has been negligent, fraudulent or defaulted wilfully.
Either party may terminate the Custody Agreement by giving to the other not less than 90 days’
prior written notice.
The Directors and the service providers may have conflicts of interest in relation to their duties to
the Fund. However, each shall, at all times, pay regard to its obligation to act in the best interests
of the Fund and the Directors will ensure that all such potential conflicts of interest are resolved
fairly and in the interests of shareholders. When allocating investment opportunities, the Manager
will ensure that all such investments will be allocated in a fair and equitable manner.
SPECIAL INVESTMENT CONSIDERATIONS AND RISK FACTORS
Investing in the Fund will involve certain considerations in addition to the risks normally associated
with making investments in securities. The value of Participating Shares and the income from them
may go down as well as up and there can be no assurance that on a redemption, or otherwise,
investors will receive back the amount originally invested. Accordingly, the Fund is only suitable
for investment by sophisticated investors who understand the risks involved and who are able and
willing to withstand the loss of their investment. Without seeking, in any way, to limit the
consideration to be taken into account, prospective investors should pay particular regard to the
following risks:
Reliance on Management
All decisions regarding the investments of the Fund will be made exclusively by Imara Asset
Management Limited (the “Manager”), the Manager of the Fund, subject to the overall oversight of
the Fund’s board of directors. The likelihood that investors will realize gains depends on the skill
and expertise of the Manager in allocating and reallocating the Fund’s assets. Investors will not be
able to select the investments in which the Fund’s assets will be invested. Prospective investors
will not have an opportunity to review the terms upon which any investments will be made prior to
investing in the Fund. Accordingly, no person or entity should purchase Participating Shares unless
such person or entity is willing to entrust all aspects of management of the Fund’s investments to
the Manager.
Lack of U.S. Regulatory Oversight
The Fund is not presently, and does not propose in the future, to register as an “investment
company” under the Investment Company Act of 1940, as amended (the “1940 Act”), in reliance
on an exemption from registration. Accordingly, the provisions and requirements of the U.S.
Investment Company Act of 1940, as amended (the “1940 Act”), will not be applicable to the
Fund. Additionally, neither the Manager nor the Sub-Adviser is or will be registered with the U.S.
Securities and Exchange Commission (“SEC”) as an investment adviser pursuant to the U.S.
Investment Advisers Act of 1940, as amended (the “Advisers Act”). As a result, the Manager and
Sub-Adviser will not be subject to the disclosure or substantive requirements of the Advisers Act,
and will not be subject to periodic SEC inspections.
Benefit Plan Regulatory Risks
The Fund intends to limit investment by “benefit plan investors” (as described under “ERISA and
Other Benefit Plan Considerations”) so that the assets of the Fund will not constitute the “plan
Page 14

assets” of an investor which is subject to the fiduciary responsibility provisions of Title I of the U.S.
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
U.S. Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, it is not anticipated
that the Fund, the Manager or the board of Directors will be subject to the fiduciary and other
requirements of ERISA, the prohibited transaction rules of ERISA or the Code, or any related
requirements with respect to any benefit plan investor. However, if the Fund were at any point
treated as holding “plan assets” for purposes of ERISA or the Code, the activities of the Fund would
become subject to the fiduciary responsibility provisions of ERISA and the prohibited transaction
provisions of ERISA and the Code, and the operations and investments of the Fund may be limited
as a result, resulting in a lower return to the Fund than might otherwise be the case. Further, in
the absence of compliance with ERISA and the prohibited transaction rules of the Code, the
Manager and/or the board of Directors could be exposed to litigation, penalties and liabilities which
might adversely affect its ability to fully satisfy its obligations to the Fund. The Manager is not
currently registered as an investment adviser under the Advisers Act, and consequently cannot
qualify as an “investment manager” under Section 3(38) of ERISA or as a “qualified professional
asset manager” or “QPAM” under Department of Labor Prohibited Transaction Exemption 84-14.
Potential Conflicts of Interest
The Directors and/or the Manager and its principals may act as investment adviser, sponsor,
manager or general partner for other clients, accounts and collective investment vehicles and may
give advice, and take action, with respect to any of those clients, accounts and pooled investment
vehicles that may differ from the advice given, or the timing or nature of action taken, with
respect to the Fund. The principals of the Manager may also trade in securities for their own
account. The Fund and its investors will have no right or interest in these activities extraneous to
the management of the Fund. The Manager will seek to allocate investment and disposition
opportunities fairly among all clients in light of their varying risk tolerances, objectives, tax
position, available cash and other factors. However, due to these variations, such allocations of
investment and disposition opportunities among the various clients of the Manager might not be pro
rata. Where there is limited access to an investment opportunity, the Manager will seek to allocate
or rotate investment opportunities in a manner deemed equitable, but cannot assure, and assumes
no responsibility for, equality among all accounts and clients.
The terms of the agreement between the Fund and the Manager have not been negotiated at “arms
length”. As a result, these arrangements may provide better terms to a party, including with
respect to fees, expenses and indemnification, than would otherwise be available.
Suspension of Net Asset Value Calculation and Redemption
As provided in the Articles, the directors may, under certain circumstances, suspend the
determination of the Fund’s net asset value or the ability of investors to redeem their Participating
Shares. Any such suspension would prevent investors from obtaining liquidity from their investment
for an undetermined period of time.
No Dividends.
The Fund does not expect to pay any dividends to the investors, but expects to reinvest
substantially all of its income and gain. Cash that might otherwise be available for distribution is
also reduced by payment of Fund obligations and expenses (including fees and expense
reimbursements payable to the Manager), and establishment of appropriate reserves.
Page 15

Side Letters and Other Agreements with Investors
The Fund may enter into separate agreements with certain investors, such as those deemed to
involve a significant or strategic relationship with the Fund and the Manager. Such agreements may
provide for different terms than those specifically described in the Prospectus, including, without
limitation, the terms related to fees, liquidity, notice, or timing or depth of information provided
to such investors concerning the Fund. Under certain circumstances, these agreements could
create preferences or priorities for such investors. Additionally, the Fund may offer certain
investors additional or different information and reporting than that offered to other investors.
Such information may provide the recipient greater insights into the Fund’s activities than is
included in standard reports to investors, thereby enhancing the recipient’s ability to make
investment decisions with respect to the Fund.
Risks Related to the Fund’s Investment Activities
Risk of Investing in Common Stock. The Fund will invest in issuers’ common stock. Investment in
common stock involves risks, including the risk that common stock and similar equity securities held
by the Fund will fall in value due to general market, political or economic conditions, perceptions
regarding the industries in which the issuers of securities held by the Fund participate, and the
particular circumstances and performance of individual companies whose securities the Fund holds.
The value of common stock and similar equities may be highly volatile. For example, an adverse
event, such as an unfavourable earnings report, may depress the value of equity securities of an
issuer held by the Fund, the price of equity securities of a certain issuer may be particularly
sensitive to general movements in the market or a drop in the overall market may depress the price
of the Fund’s equity investments generally. In addition, the value of a common stock investment
may decline in value if the issuer fails to make anticipated dividend payments.
Risk Factors
Investments by the Fund are subject to market fluctuations and other risks inherent in investing in
equity securities. The value of investments and therefore the value of the investments in the fund
may go down as well as up (this may partly be the result of exchange rate fluctuations) and an
investor may not get back the amount invested.
An investment in Participating Shares also involves risk relating to the investment strategies to be
utilised. No guarantee or representation is made that these strategies will be successful.
Prospective investors should therefore give careful consideration to the risk factors described
below in evaluating the merits and suitability of an investment in the Fund.
Special Risks
1) All securities investments present a risk of loss of capital. Whilst the Directors believe that
the investment strategies of the Fund will moderate this risk through diversification between
countries, the emerging markets entail special risk factors. (Such countries include those in
Latin America, Asia, Africa, Eastern and Central Europe, Central Asia and the Middle East).
These risks include, but are not limited to,
a) currency devaluations and other currency exchange rate fluctuations,
b) political uncertainty and instability,
c) less government supervision and regulation of the securities markets, and participants
in those markets than in the OECD,
Page 16

d) greater price volatility, substantially less liquidity and significantly smaller market
capitalisation of securities markets than in the OECD,
e) custody and settlement risks which may be greater than those in the OECD, and
f) poor accounting, reporting and auditing standards which may provide less accurate
information to investors. In certain emerging markets difficulties could arise in relation
to the registration of portfolio assets. In such circumstances, registration of
shareholdings in favour of the Fund may become lost through default, negligence or
refusal to recognise ownership, resulting in loss to the Fund.
2) In respect of certain emerging markets in which the Fund may invest, as provided for in the
Custodian Agreement, the Custodian will not be liable for any acts or omissions of its agents,
sub-custodians or delegates or for losses suffered by the Fund resulting from the liquidation,
bankruptcy, or insolvency of such persons, unless the Custodian has been negligent or in
wilful default in the selection or monitoring of such persons provided that in assessing
whether the Custodian has been negligent it shall be taken into account that the information
collected and received by the Custodian on such agents, correspondents or delegates in the
OECD where reporting standards may be more stringent.
3) The Fund may invest in unlisted securities, and in markets where there may be exchange
controls which apply to foreign investors. Whilst the amount invested in such situations will
be limited to a maximum 10 per cent of the Fund there is no guarantee that such investments
will be recovered in full.
4) The Net Asset Value of the Fund will be computed in US dollars, and may be affected by
fluctuating exchange rates as the Fund’s investments will be denominated in a mixture of
emerging markets currencies.
Convertible Securities Risk
The Fund will invest in securities, generally debt securities or preferred stocks, which are
convertible into equity securities of an issuer (or, in the case of convertible equity
securities, different equity securities of the issuer). Convertible securities generally offer
lower interest or dividend yields than non-convertible securities of similar quality. The
market values of convertible securities tend to decline as interest rates increase and,
conversely, to increase as interest rates decline. The convertible security’s market value,
however, tends to reflect the market price of the common stock of the issuing company
when the stock price is greater than the convertible security’s “conversion price.” The
conversion price is defined as the predetermined price at which the convertible security
could be exchange for the associated stock. As the market price of the underlying common
stock declines, the price of the convertible security tends to be influenced more by the
yield of the convertible security.
Since they are convertible into equity securities (or different equity securities),
convertibles generally pose the same types of market and issuer risk as the underlying
common stock of the issuer. Convertibles that are debt securities are also subject to the
normal risks associated with debt securities, such as interest rate risk, credit spread
expansion and ultimately default risk, as discussed below. Convertibles are also prone to
liquidity risk, as demand can periodically diminish and bid/ask spreads can widen
significantly.
An issuer may be more likely to fail to make regular payments on a convertible security
than its debt because other debt securities may have a prior claim on the issuer’s assets,
particularly if the convertible is preferred stock. However, convertibles securities usually
Page 17

have a claim on the issuer’s assets (prior to conversion) superior to that of common
stockholders.
In addition, for some convertible securities, the issuer can choose when to convert the
security, or can “call” (redeem) the securities. An issuer may convert or call a convertible
security when it is disadvantageous for the Fund, causing the Fund to lose an opportunity
for gain.
Warrants
The Fund may invest in warrants. Warrants give holders the right, but not the obligation,
to buy securities at a given price, usually higher than the market price at the time of
issuances, during a specified period. Warrants are usually freely transferable. Purchasing
warrants would entitle the Fund, upon exercise of the warrant, to receive any appreciation
in the market price of the relevant securities over the market price at the time of the
Fund’s purchase of the warrant. A warrant may expire prior to the market value of the
security exceeding the price fixed by the warrant, and could subject the Fund to loss.
Because the value of a warrant and the ability to exercise the warrant for gain is linked to
the price of common stock, warrants are subject to the risks attendant upon the equity
securities of the issuer.
Smaller Capitalization Risk
Certain of the issuers in which the Fund will invest may have comparatively smaller
capitalizations. The general risks associated with equity securities are particularly
pronounced for securities issued by companies with smaller market capitalizations. These
companies may have limited product lines and markets, as well as shorter operating
histories, less experienced management and more limited financial resources than larger
companies and may be more vulnerable to adverse general market or economic
developments. Investments in smaller companies may be less liquid or more thinly traded
than those in larger companies, and may experience greater volatility. In addition,
securities of smaller capitalization companies may not be widely followed by the
investment community and market makers, which may result in reduced demand for these
securities.
The Fund will not control companies in which it invests
The Fund will not control the companies in which it invests. As a result, the Company is
subject to the risk that a company in which it invests may make business decisions with
which the Fund disagrees and the management of such company may take risks or
otherwise act in ways that do not serve the Fund’s interests as an investor.
The Fund may not have the funds to make additional investments in its portfolio
companies
The Fund may not have the available assets to make additional investments in its portfolio
companies. After the Fund’s initial investment in a portfolio company, it may be called
upon from time to time to provide additional funds to such company or have the
opportunity to increase its investment through the exercise of a warrant to purchase
common stock. There is no assurance that the Fund will make, or will have sufficient funds
to make, follow-on investments. Any decisions not to make a follow-on investment or any
inability on the Fund’s part to make such an investment may have a negative affect on a
portfolio company in need of such an investment, may result in a missed opportunity for
Page 18

the Fund to increase its participation in a successful operation or may reduce the expected
yield on the investment.
Potentially Inaccurate or Incomplete Information
The Fund will make investments in part on the basis of information and data filed by the
issuers of such investments with various government regulators or made directly available
to the Fund by the issuers of securities or through sources other than the issuers. At times,
the Fund will not be able to confirm the completeness, genuineness or accuracy of all or
part of such information and data, and in some cases, complete and accurate information
will not be readily available. Incomplete or inaccurate information may cause the Fund to
make investments it otherwise would not, if it had complete and/or accurate information,
potentially causing losses to the Fund.
Trading on Exchanges and Markets in Emerging Countries
The Fund will engage in trading on non-OECD country exchanges. Trading on such
exchanges and markets may involve certain risks not applicable to trading in more
developed markets and are frequently less regulated. For example, certain of those
exchanges may not provide the same assurances of the integrity (financial and otherwise)
of the marketplace and its participants, as do exchanges and markets in more developed
countries. There also is generally less regulatory oversight and supervision by the
exchanges themselves over transactions and participants in such transactions on those
exchanges. Some exchanges are “principals’ markets” in which performance is the
responsibility only of the individual member with whom the trader has dealt and is not the
responsibility of an exchange or clearing association. Furthermore, trading on certain
emerging market exchanges may be conducted in such a manner that all participants are
not afforded an equal opportunity to execute certain trades and may also be subject to a
variety of political influences and the possibility of direct government intervention.
Brokerage commissions and other fees may also be higher on these exchanges than in
exchanges and markets in more developed regions.
Sovereign Debt Investments
Investments in debt obligations issued by the government (or government agencies) of non-
OECD countries can involve a high degree of risk. The governmental entity that controls
the repayment of sovereign debt may not be able to repay the principal and/or interest
when due in accordance with the terms of the debt. The ability of a government issuer,
especially in an emerging market country to make timely and complete payments on its
debt obligations is strongly influenced by the government issuer’s balance of payments,
including export performance, its access to international credits and investments,
fluctuations of interest rates and the extent of its foreign reserves. A country whose
exports are concentrated in a few commodities or whose economy depends on certain
strategic imports could be vulnerable to fluctuations in international prices of these
commodities or imports. If a government issuer cannot generate sufficient earnings from
foreign trade to service its external debt, it may need to depend on continuing loans and
aid from foreign governments, commercial banks and multinational organizations. There
may be no bankruptcy proceedings similar to those applicable to private companies by
which defaulted government debt may be collected.
Certain non-OECD countries have historically experienced, and may continue to experience,
high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of
external debt, balance of payments and trade difficulties and extreme poverty and
Page 19

unemployment. These factors may have a significant affect upon a government’s ability or
willingness to repay its debt. In addition, government obligors in developing and emerging
market countries are among the world’s largest debtors to commercial banks, other
governments, international financing organizations and other financial institutions. As a
result, many government issuers from which the Fund may purchase sovereign debt have in
the past experienced substantial difficulties in servicing their external debt obligations,
which led to defaults on certain obligations and the restructuring of certain indebtedness.
Any default or restructuring may result in significant losses to the Fund.
Debt and Other Income Securities
The Fund may invest in certain convertible and other securities which are structured as fixedincome
and adjustable rate securities. Income securities are subject to interest rate, market
and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes
in interest rates generally. Even though such instruments are investments that may promise a
stable stream of income, the prices of such securities are inversely affected by changes in
interest rates and, therefore, are subject to the risk of market price fluctuations. In general,
the values of fixed income securities increase when prevailing interest rates fall and decrease
when interest rates rise. Because of the resetting of interest rates, adjustable rate securities
are less likely than non-adjustable rate securities of comparable quality and maturity to
increase or decrease significantly in value when market interest rates fall or rise, respectively.
Market risk relates to the changes in the risk or perceived risk of an issuer, country or region.
Credit risk relates to the ability of the issuer to make payments of principal and interest. The
values of income securities may be affected by changes in the credit rating or financial
condition of the issuing entities.
The Fund may maintain some of its assets in cash and cash equivalents pending
investment or as a reserve
A portion of the Fund’s assets may, from time to time, be maintained in cash or in cashequivalent
securities or instruments either pending investment or to act as a reserve for
expenses or for unexpected or contingent liabilities. The assumption of cash positions for
any significant time and in any significant amount may affect overall investment return.
Investment and Repatriation Restrictions
Foreign investment in certain non-OECD countries’ securities is restricted or controlled to
varying degrees. These restrictions or controls may at times limit or preclude foreign
investment in certain securities and/or increase the costs and expenses of the Fund.
Certain non-OECD countries require governmental approval prior to investments by foreign
persons, limit the amount of investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of securities of an issuer that may
have less advantageous rights than the classes available for purchase by domiciliaries of the
countries and/or impose additional taxes on foreign investors. Certain non-OECD countries
may also restrict investment opportunities in issuers in industries deemed important to
national interests.
Certain non-OECD countries may require governmental approval for the repatriation of
investment income, capital or the proceeds of sales of securities by foreign investors. In
addition, if deterioration occurs in a country’s balance of payments, the country could
impose temporary restrictions on foreign capital remittances. The Fund could be adversely
affected by delays in, or a refusal to grant, any required governmental approval for
repatriation of capital, as well as by the application to the Fund of any restrictions on
Page 20

investments. Investing in local markets in non-OECD countries may require the Fund to
adopt special procedures, seek local governmental approvals or take other actions which
may involve additional costs.
Risk of Investing in Emerging Markets Generally
The economies and market conditions of non-OECD countries markets may differ
significantly from the economies of certain developed countries in such respects as GDP or
gross national product, rate of inflation, currency depreciation, capital reinvestment,
resource self-sufficiency, structural unemployment and balance of payments position. In
particular, these economies frequently experience high levels of inflation. In addition,
such countries may have: restrictive national policies that limit the Fund’s investment
opportunities; limited information about their issuers; a general lack of uniform accounting,
auditing and financial reporting standards, auditing practices and requirements compared
to the standards of developed countries; less governmental supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies; favourable
economic developments that may be slowed or reversed by unanticipated political or social
events in such countries; or a lack of capital market structure or market-oriented economy.
Systemic and market factors may affect the acquisition, payment for or ownership of
investments including: (a) the prevalence of crime and corruption; (b) the inaccuracy or
unreliability of business and financial information; (c) the instability or volatility of banking
and financial systems, or the absence or inadequacy of an infrastructure to support such
systems; (d) custody and settlement infrastructure of the market in which such investments
are transacted and held; (e) the acts, omissions and operation of any securities depositary;
(f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and
securities transactions, registrars or transfer agents; and (g) the existence of market
conditions that prevent the orderly execution of settlement of transactions or that affect
the value of assets. Different clearance and settlement procedures may prevent the Fund
from making intended security purchases causing the Fund to miss attractive investment
opportunities and possibly resulting in either losses to or contract claims against the Trust.
The securities markets of most of the countries in which the Fund may invest may also be
smaller, less liquid, and subject to greater price volatility than in developed securities
markets.
The political stability of some of the countries in which the Fund will invest differ
significantly from that of certain developed countries. There may be, for example, risk of
nationalization, sequestration of assets, expropriation or confiscatory taxation, currency
blockage or repatriation, changes in government policies or regulations, political, religious
or social instability or diplomatic or political developments and changes. Any one or more
of these factors could adversely affect the economies and markets of such countries that in
turn could affect the value of the Fund’s investments in their respective markets.
Risks of Investing in Investment Funds
As noted in the Prospectus, the Fund may invest a portion of its assets indirectly through
investment funds managed by third parties.
Reliance on Third-Party Management.
Although the Fund will monitor the performance of each investment, the Fund will rely
upon the management of the investment funds for day-to-day trading and operations of
those investments, and the Fund may be unable to determine whether an investment fund
Page 21

or its investment manager is following the investment program described in the investment
fund’s offering documents or the managed account agreement with the Fund.
Use of Estimated Net Asset Values.
If an investment fund or its agent fails to timely report a net asset value, the net asset
value of the Fund may be calculated on the basis of the most recent estimated net asset
value or other estimated return information of that investment fund supplied by the
investment fund or its agent. Such estimated net asset value or other estimated return
information may vary significantly from the actual net asset value of the investment fund
that the Fund subsequently receives. An investor bears the risk of that variance with
respect to investment decisions (e.g., additional subscriptions or redemptions) such
investor makes based on such estimated net asset values. Additionally, such variance may
affect the amount of fees the Fund pays to the Manager.
Multiple Layers of Fees.
Investing through an investment fund may cause the Fund to pay fees to the manager of
such an entity in addition to those paid to the Manager. As a result, an investor may be
subject to multiple layers of fees with respect to assets invested in a third-party managed
investment fund.
Other risks
The Fund’s investments will predominantly be denominated in currencies other than US
Dollars, and any income received by the Fund from these investments will be received in
those currencies, some of which may fall in value against the US Dollar. The Fund will
compute its net asset value and make any distributions in US Dollars. There is, therefore, a
currency exchange risk, which may affect the value of the Participating Shares. Among the
factors that may affect currency values are trade balances, the level of short-term interest
rates, differences in relative values of similar assets in different currencies, long-term
opportunities for investment and capital appreciation and political developments.
• Currently, the Fund does not hedge its currency exposure, but may do so in the future.
There is no guarantee that the Fund’s attempts at hedging will be successful or will prevent
losses due to currency fluctuation.
• The trading volume on some of the markets through which the Fund may invest is
substantially less than on the world’s leading stock markets; accordingly, the accumulation
and disposal of holdings in some investments may be time consuming and may need to be
conducted at unfavourable prices. Liquidity is also less, and volatility of prices greater,
than in the leading markets as a result of a high degree of concentration of market
capitalization and trading volume in a small number of investments.
• The Fund may invest up to 10% in unquoted securities, which in general are subject to
greater price fluctuations, less liquidity and greater risk than for those which are traded in
the open market, including the greater uncertainties experienced by smaller or less well
established companies. Unquoted securities may lack a liquid secondary market and it may
be difficult for the Fund to realize its entire investment or to realize any part of such
investment at fair value. Generally, less public information is available in respect to
issuers of such securities. The valuation of the companies whose securities are unquoted
may be very difficult and may depend on the subjective valuations of incumbent owners or
management.
Page 22

• Investors should be aware that the use of derivatives involves considerable risk of loss. In
addition, assets deposited as margin with clearing brokers may be available to the creditors
of such brokers in the event of the bankruptcy or insolvency of a broker.
• The value of the Fund’s investments and the amount of income and gains could be
adversely affected by any increase in taxes or change on the basis of taxation in the
countries where investments have been made.
• The loan participations and loan assignments in which the Fund may invest carry an
element of risk as to ownership and to prior claims and credit risks in respect of previous
owners of such loans participations and assignments. The Manager may purchase debt
securities on behalf of the Fund that are in default or that the Manager believes will be in
default. A portion of the Fund’s assets may be invested, in accordance with the Fund’s
investment policies, at any time in low rated or unrated debt securities. Low rated
securities (considered to be those that are below “investment grade”) are the equivalent of
high yield, high risk bonds, commonly known as “junk bonds”. These securities are
generally considered to be speculative with respect to the issuer’s capacity to pay interest
and repay principal in accordance with the terms of the obligations.
• Mail addressed to the Fund and received at its registered office will be forwarded unopened
to the manager to be dealt with. None of the Fund, its directors, officers or service
providers will bear any responsibility for any delay howsoever caused in mail reaching the
manager. In particular the Directors will not receive, open or deal directly with mail
addressed to the Fund.
• The Fund has the power to issue Participating Shares in classes or series. The Articles
provide for the manner in which the liabilities are to be attributed across the various
classes or series (liabilities are to be attributed to the specific class or series in respect of
which the liability was incurred). However, the Fund is a single legal entity. Shareholders
of one or more classes or series of Participating Shares may be compelled to bear the
liabilities incurred in respect of other classes or series which such Shareholders do not
themselves own if there are insufficient assets in that other class or series to satisfy those
liabilities. Accordingly, there is a risk that liabilities of one class or series may not be
limited to that particular class or series and may be required to be paid out of one or more
other classes or series.
Benefit Plan Regulatory Risks
ERISA AND OTHER BENEFIT PLAN CONSIDERATIONS
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, PROSPECTIVE INVESTORS
ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS SUPPLEMENT IS
NOT INTENDED OR WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY
INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON INVESTORS UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) SUCH DISCUSSION IS WRITTEN TO
SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN;
AND (C) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
General
In considering whether to invest assets of any benefit plan in the Fund, the persons acting on behalf
of the plan should consider in the plan’s particular circumstances whether the investment will be
Page 23

consistent with their responsibilities and any special constraints imposed by the terms of the plan
and by applicable U.S., state or other law, including ERISA and the Code. Some of the
responsibilities and constraints imposed by ERISA on employee benefit plans subject to the
fiduciary responsibility provisions of Title I of ERISA (“ERISA Plans”) and by the Code on retirement
plans and other arrangements subject to Code Section 4975, including plans covering only partners
or other self-employed individuals (“Keogh” plans) and individual retirement accounts (collectively,
“Qualified Plans” and, together with ERISA Plans, “Plans”), are summarized below. The following
is merely a summary of those particular laws, however, and should not be construed as legal advice
or as complete in all relevant respects. In addition, governmental plans, certain church plans, non-
U.S. plans and other benefit plans not subject to ERISA or the prohibited transaction provisions of
the Code may nevertheless be subject to similar federal, state, foreign or other laws. All investors
are urged to consult their legal advisors before investing assets of a benefit plan, including an ERISA
Plan or Qualified Plan, in the Fund, and must make their own independent decisions. In addition,
ERISA Plans and Qualified Plans should consider the applicability to them of the Code provisions
relating to unrelated business taxable income or “UBTI” (see below under “Investment by ERISA and
Other Tax-Exempt Entities”).
Fiduciary Responsibilities With Respect to ERISA Plans
Persons acting as fiduciaries on behalf of an ERISA Plan are subject to specific standards of behavior
in the discharge of their responsibilities pursuant to Section 404(a)(1) of ERISA. Consequently, in
determining whether to invest assets of an ERISA Plan in the Fund, the Plan’s fiduciaries must
conclude that an investment in the Fund would be prudent and in the best interests of Plan
participants and their beneficiaries. They must also determine that any such investment would be
in accordance with the documents and instruments governing the ERISA Plan, would provide the
Plan with sufficient liquidity in light of the limitations upon a Participating Shareholder’s ability to
redeem or transfer Participating Shares in the Fund, and would satisfy applicable diversification
requirements. They must consider the potential returns on the proposed investment in the Fund,
taking into account the risk of loss and opportunity for gain. In making those determinations, such
persons should take into account, among the other factors described in this Prospectus, that the
Fund will invest its assets in accordance with the investment objectives and policies expressed in
this Prospectus without regard to the particular objectives or investment policies of any class of
investors, including ERISA Plans and Qualified Plans. Such persons should also take into account, as
discussed below, that it is not expected that the Fund’s assets will constitute “plan assets” of any
investing ERISA Plan or Qualified Plan, so that neither the Fund, the Manager, any sub-adviser, the
Directors, nor any of their principals, agents, employees, or affiliates, will be a fiduciary as to any
investing ERISA Plan or Qualified Plan. See also “Identification of Plan Assets” below.
NONE OF THE MANAGER, THE SUB-MANAGER, THE DIRECTORS OR THE FUND IS RESPONSIBLE FOR
DETERMINING, AND NONE OF THEM MAKES ANY REPRESENTATION REGARDING, WHETHER A
PURCHASE OF SHARES IS A PRUDENT OR SUITABLE INVESTMENT FOR ANY EMPLOYEE BENEFIT
PLAN.
ERISA Plans and Qualified Plans are subject to special rules limiting direct and indirect transactions
involving the assets of the Plan and certain persons related to the Plan, termed “parties in
interest” under ERISA and “disqualified persons” under the Internal Revenue Code of 1986, as
amended (the “Code”). Parties in interest and disqualified persons include any fiduciary to a Plan,
any service provider to a Plan, the employer sponsoring a Plan, and certain persons affiliated with a
fiduciary, service provider or employer. In addition, ERISA and the Code prohibit fiduciaries of a
Plan from engaging in various acts of self-dealing. A party in interest engaging in a “prohibited
transaction” may be subject to substantial excise tax penalties and possibly personal liability.
Further, any fiduciary to an ERISA Plan taking or permitting any action which the fiduciary knows or
Page 24

should know constitutes a “prohibited transaction” may be personally liable for any loss resulting to
the ERISA Plan from such transaction, and subject to forfeiture of any gain derived by the fiduciary
from the transaction. The persons acting on behalf of an investing Plan should consider whether an
investment of Plan assets in the Fund might constitute such a prohibited transaction, as might
occur for example if the Manager or one of their affiliates were a fiduciary to the investing Plan
with respect to the purchase of Participating Shares in the Fund.
Identification of Plan Assets
Under Section 3(42) of ERISA and U.S. Department of Labor Regulations Section 2510.3-101, as
modified by Section 3(42) of ERISA (together, the “Plan Asset Rules”), an investing Plan will be
treated as owning Participating Shares in the Fund, but the underlying assets of the Fund will not
be treated as part of the assets of the investing Plan. Under the Plan Asset Rules, however, the
assets of the Fund may be considered to include assets of the investing Plans if, immediately after
any acquisition of an equity interest in the Fund, twenty-five per cent or more of the value of any
class of equity interests in the Fund is held by “Benefit Plan Investors.” A Benefit Plan Investor
means an ERISA Plan, a Qualified Plan, or an entity deemed to hold plan assets under the Plan Asset
Rules by reason of investment in the entity by ERISA Plans or Qualified Plans. However, entities
which hold plan assets are generally considered to be Benefit Plan Investors only to the extent that
their equity interests are held by Benefit Plan Investors, although special rules apply to certain
entities, including insurance companies investing assets of their separate accounts and bank
collective trust funds. In performing the 25 per cent calculation, interests in the Fund held by
persons (and their affiliates) who provide investment advice to the Fund for a fee, direct or
indirect (including the Manager), or have discretionary authority over the Fund’s assets, are
disregarded. Based on Department of Labor guidance, the 25 per cent test should be performed
after each acquisition, redemption or transfer of Participating Shares in the Fund.
Consequences of Plan Asset Status
Under ERISA and the Code, a person who exercises any discretionary authority or discretionary
control respecting the management or disposition of the assets of a Plan or who renders investment
advice for a fee to a Plan is generally considered to be a fiduciary of such Plan. Consequently,
should the 25 per cent threshold be exceeded as to any class of equity interest in the Fund, the
Manager or the board of Directors could be characterized as a fiduciary of the investing Plans. As a
result, various transactions between the Fund on the one hand and the Manager, its affiliates, or
other parties in interest or disqualified persons with respect to the investing Plans on the other
could constitute prohibited transactions under ERISA or the Code. In addition, the prudence
standards and other provisions of Title I of ERISA applicable to investments by ERISA Plans and their
fiduciaries would extend to investments made by the Fund and the ERISA Plan fiduciaries who made
a decision to invest the Plan’s assets in the Fund could, under certain circumstances, be liable as
co-fiduciaries for actions taken by the Fund or the Manager. As a result, the operations and
investments of the Fund may be limited, resulting in a lower return to the Fund than might
otherwise be the case. Finally, certain other requirements of ERISA, such as the “indicia of
ownership” rules (see below under “Holding of Indicia of Ownership”), may become applicable to,
but not be satisfied as to, the assets of the Fund.
Limitation on Investment by Benefit Plan Investors
In order that the assets of the Fund are not treated as including “plan assets” under ERISA and the
Code, the board of Directors does not currently intend to permit the investment by Benefit Plan
Investors in any class of the Fund’s equity interests to equal or exceed twenty-five per cent (25%)
at any time. Accordingly, the Directors have the right, in their sole and absolute discretion, to
reject any proposed investment by a prospective or existing investor, to deny approval for any
Page 25

transfer of Participating Shares to require that a Participating Shareholder redeem all or part of its
Participating Shares. However, the Directors reserve the right, in their sole discretion, to permit
investment by Benefit Plan Investors to exceed the 25% threshold and to comply thereafter with the
applicable provisions of ERISA and the Code.
Representations by Benefit Plan Investors
The fiduciaries of each ERISA Plan or Qualified Plan proposing to invest in the Fund will be required
to represent that they have been informed of and understand the Fund’s investment objectives,
policies and strategies and that the decision to invest the Plan’s assets in the Fund is consistent
with the Plan’s terms and the applicable provisions of ERISA and the Code. The fiduciaries of
investing Plans will also be required to represent that they are not relying upon the investment or
other advice of the Manager or its affiliates or the board of Directors in investing in the Fund, and
that the acquisition and holding of Participating Shares in the Fund will not constitute a nonexempt
“prohibited transaction” under ERISA or the Code. Finally, any entity that is a Benefit Plan
Investor immediately prior to its acquisition of an interest in the Fund or at any time thereafter
while it continues to hold any interest in the Fund must notify the Fund of its status as a Benefit
Plan Investor prior to its initial acquisition, or, if it first becomes a Benefit Plan Investor after its
initial acquisition of an interest in the Fund, a reasonable time in advance of becoming a Benefit
Plan Investor. Each entity that is a Benefit Plan Investor must also advise the Fund of the
percentage of its equity interests which are held by Benefit Plan Investors, and must notify the
Fund a reasonable time in advance of any change in that percentage.
Holding of Indicia of Ownership
Assets of ERISA Plans must comply with the “indicia of ownership” rules set forth in Section 404(b)
of ERISA, which require the fiduciaries of ERISA Plans to maintain the indicia of ownership of any
assets of the Plans within the jurisdiction of the United States district courts. For purposes of
ERISA, a Participating Shareholder’s ownership will be evidenced by the Participating Shareholder’s
fully executed subscription document. Fiduciaries of ERISA Plans who are considering an
investment of Plan assets in the Fund should consult their own legal advisers regarding compliance
with these rules.
Reporting Requirements
ERISA Plans and Qualified Plans are required to determine the fair market value of their assets as of
the close of each Plan’s fiscal year. ERISA Plans and certain Qualified Plans are also required to file
annual reports (Form 5500 series and Form 5498) with the Department of Labor or the Internal
Revenue Service. To facilitate fair market value determinations, and to enable fiduciaries of Plans
to satisfy their annual reporting requirements as they relate to an investment in the Fund,
Participating Shareholders will be furnished annually with audited financial statements as described
in this Prospectus. There can be no assurance (i) that any value established on the basis of such
statements could or will actually be realized by investors upon the Fund’s liquidation, (ii) that
investors could realize such value if they were able to, and were to sell their Participating Shares,
or (iii) that such value will in all circumstances satisfy the applicable ERISA or Code reporting
requirements. In addition, the fiduciaries of a Plan investing in the Fund are notified that the
information in this Prospectus in relation to: (w) the compensation received by the Manager
hereunder; (x) the services provided by the Manager for such compensation and the purpose for the
payment of the compensation; (y) a description of the formula used to calculate the compensation;
and (z) the identity of the parties paying and receiving the compensation, is intended to satisfy the
alternative reporting option with respect to compensation of the Manager that is reportable on
Schedule C of the Plan’s Form 5500.
Page 26

Considerations for Non-Plan Investors
Prospective investors that are not ERISA plans or subject to the prohibited transaction provisions of
Section 4975 of the Code should note that, if and for so long as the Fund’s assets are treated as “plan
assets” for purposes of ERISA and Section 4975 of the Code, the Fund may be prevented from engaging
in a transaction with a party in interest of an investing plan subject to ERISA or a disqualified person of
a plan subject to Section 4975 of the Code, unless an exemption applies, even though the Fund
includes investors not subject to ERISA or Section 4975 of the Code. Moreover, this summary does not
include a discussion of any laws, regulations, or statutes that may apply to prospective investors that
are not employee benefit plans. Such investors should consult their own professional advisers about
these matters.
FIDUCIARIES OF EMPLOYEE BENEFIT PLANS SHOULD CONSULT WITH THEIR OWN COUNSEL AS TO
THE CONSEQUENCES UNDER ERISA, SECTION 4975 OF THE CODE, OR OTHER APPLICABLE LAW OF
AN INVESTMENT IN THE FUND.
THE SALE OF SHARES TO AN EMPLOYEE BENEFIT PLAN IS IN NO RESPECT A REPRESENTATION BY
THE MANAGER, THE SUB-ADVISER, THE DIRECTORS OR THE FUND THAT AN INVESTMENT IN SHARES
MEETS APPLICABLE LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY EMPLOYEE BENEFIT
PLANS GENERALLY OR ANY EMPLOYEE BENEFIT PLAN IN PARTICULAR.
FEES AND EXPENSES
Subscription and Redemption Charges
An initial charge or front end load of not more than 5 per cent of the Subscription Price for the
Participating Shares will be payable to the Manager.
The Manager has the right to determine that all or any part of such initial charge may be waived in
respect of any investor. The Manager will be responsible for paying any placing agents and
introducers any fees or introductory commissions due to them, which it may do out of such initial
charges.
The Fund may, in its discretion, impose a redemption charge in any amount representing the
estimated transaction costs and related expenses incurred by the processing of the redemption
request.
The Manager has the right to determine that all or any part of such redemption fee may be waived
in respect of any investor.
The Manager’s Fees
The Manager shall receive a fee from the Fund equal to 1.4 percent of the Net Asset Value of the
Fund calculated at each Valuation Day and payable monthly in arrears and the Manager shall meet
all costs and other liabilities incurred by it out of such fees save as otherwise provided herein.
The Administrator’s Fees
For its services as Administrator, the Administrator will be entitled to an annual fee, accrued
monthly in arrears, based on the Net Asset Value of the Fund. The current agreed fees are:
Page 27

On the first US$10 million of assets – 0.20% per annum (subject to a minimum of US$ 20,000 per
annum)
On the next US$ 50 million of assets – 0.16% per annum
On the next US$ 40 million of assets – 0.13% per annum
Over US$ 100 million of assets – 0.075% per annum
The Fund will not be required to pay any fees in respect of the Administrator keeping and
maintaining the share register of the Fund, but the Fund shall be liable to pay any out of pocket
expenses properly incurred on behalf of the Fund in carrying out its duties.
Custodian’s Fees
For its services as Custodian, the Custodian will be entitled to an annual fee of 0.1 per cent based
on the market value of the portfolio of the Fund and payable monthly in arrears. There will be a
minimum charge of US$100.00 per month per securities account held. In addition, the Custodian
will raise a transaction charge in accordance with the Custody Tariff Agreement.
The Custodian is also entitled to debit the Fund with communication charges and out of pocket
expenses.
Director’s Fees
To date the Directors have agreed to waive any fees but this may be changed subject to time spent
and expenses incurred in respect of the Fund’s business. Directors’ fees will be subject to the
approval of Shareholders.
Operating Expenses
In addition to the fees and expenses referred to above the Fund will be liable to pay certain
operating expenses incurred by the Fund, including brokerage and other transaction costs, clearing
and settlement charges, interest on borrowings, custody fees, legal, professional, auditing, any
registration, licensing or governmental filing fees and printing costs, transfer taxes and
extraordinary costs. The Fund will also be responsible for costs incurred as a result of publishing
the NAV per share.
ISSUE AND REDEMPTION OF PARTICIPATING SHARES
Subject to any restrictions in this document, Participating Shares will be offered for sale on the
Dealing Day. Any change in the Dealing Day will be notified to shareholders in writing in advance
and in any event within twenty one days after such a change has been made.
Participating Shares will be offered at a subscription price determined by reference to the Net
Asset Value of the Fund (see “Valuations” on page 30).
Applications
Applications and payment for Participating Shares must be made by completing and complying with
the instructions on the application form, which can be found with this Prospectus. Application
forms must be sent by post to the Administrator at the address shown on the form, however,
facsimile copies are acceptable (pending receipt of the original application form) and must be
received by the Administrator no later than 4.30 p.m. on the Valuation Day. Applicants will be
Page 28

equired to pay cleared funds in advance of the dealing day on which their application is to be
processed.
Subscribers are advised that in terms of the Articles, the Directors have the right to temporarily
suspend valuations and/or restrict redemptions of Participating Shares. Apart from what has been
set out hereinabove, the directors may suspend valuations in the event that the circumstances set
out on page 37 and 38 hereof occur. The suspension of valuations will result, ipso facto, in a
suspension of issues of Participating Shares to applicants.
It is the intention of the Directors not to issue share certificates but confirmation of issues,
redemptions or other changes in share holdings will be made by way of a contract note, which will
include a shareholder number, which should be quoted on all transactions.
Minimum Holding
The minimum holding permitted in the Fund is US$100,000 at the time of the initial investment
except for exempted investors as defined in SIBA. This amount is exclusive of any Initial Charge
that has been agreed with the Manager.
Redemptions
A holder of Participating Shares may request that the Fund redeem all or any of the Participating
Shares registered in the name of such holder. A request for redemption must be signed by an
authorized person and sent by post to the Administrator at the address shown on the form.
Facsimile copies are acceptable (pending receipt of the original redemption form) and must be
received by the Administrator at least by 4.30 p.m. in Mauritius (GMT+ 4), by the Valuation Day in
respect of a Dealing Day. If a partial redemption request for a shareholding would result in an
investor holding below the minimum holding requirement, the Directors are entitled to treat such
request as a request to redeem the investor’s entire holding.
Participating Shares will be redeemed at a price determined by reference to the Net Asset Value of
the Fund (see “Valuations” below) and rounded to the nearest cent.
In the interest of the Shareholders the Fund is not bound to redeem on any Dealing Day more than
10 per cent of the number of Participating Shares then in issue. If a request is received for the
redemption on any Dealing Day of a greater number of Participating Shares, the Fund may scale
down the number to be redeemed in response to each request to such extent as may be necessary
to ensure that the foregoing limit is not exceeded and may carry forward for redemption as at the
next Dealing Day the balance of each request and so on to each successive Dealing Day until each
request has been completed in full.
The Fund will pay to the registered holder within ten (10) Business Days of the relevant Redemption
Day by telegraphic transfer to or to the order of the registered holder the redemption amount
Instructions for redemption proceeds to be paid to a third party other than the registered holder or
by telegraphic transfer to a bank account, will require the signature of the redeeming holder to be
verified to the satisfaction of the Administrator or the Registrar’s Agent by a registered broker,
banker, notary public or a Justice of the Peace.
Page 29

Suspension of Redemptions
The Directors may suspend the determination of the Net Asset Value of the Fund and the
redemption of Participating Shares if for various reasons it becomes impracticable to dispose of
investments or to determine fairly the Net Asset Value of the Fund. Circumstances which would
give rise to such an occurrence include the closure or suspension of trading on any Stock Exchange,
other market circumstances and if the valuation of investments cannot be reasonably ascertained
either due to a breakdown in the communication systems normally used for such purposes or other
circumstances. (see pages 37 and 38 for a full explanation of this).
Transfers and Compulsory Redemption of Participating Shares
Participating Shares in the Fund shall not be transferred without the prior approval of the Directors
of the Company, and the Company shall not be required to register any transfer of a share if said
transfer has not been so approved.
Participating Shares will be compulsorily redeemed if it comes to the notice of the Fund that they
are owned directly or beneficially in breach of any law or requirement of any country or
governmental authority or that any person is not qualified to hold such Participating Shares by
virtue of such law or requirement or if the value of a shareholders holding falls below US$100,000
or where the holding of Participating Shares by a shareholder would result in regulatory, pecuniary,
legal, taxation or material disadvantage for the Fund or its shareholders as a whole.
VALUATIONS
The Net Asset Value of the Fund as at the close of the relevant markets on each Valuation Day
determines the price at which Participating Shares are to be issued and redeemed. The Net Asset
Value is determined as the value of all the assets less the liabilities of the Fund. Investment
securities listed or dealt in regularly over the counter are valued on the basis of their last traded
price.
Accordingly, except where a valuation is suspended or a redemption limit in place, applications for
subscriptions or redemptions received prior to the Valuation Day will be dealt with at a price based
upon the Net Asset Value of the Fund calculated as at the close of the relevant markets on the
same Valuation Day.
The subscription and redemption prices are based upon the Net Asset Value and rounded to the
nearest cent adjusted to take into account any adjustments necessary with respect to the
performance fee calculation and any redemption fee.
Valuation Day
The last business day of each calendar week, or such other days as may from time to time be
determined by Resolution of Directors.
Last week Friday / Month end policy
If the last business day of a month is a Friday, the Friday NAV will be the month end NAV.
If the last business day of a month is a Monday or Tuesday, then the NAV for the immediately
preceding Friday is eliminated and the month end NAV will be the Monday or Tuesday as the case
may be.
Page 30

If the last business day of a month is a Wednesday or Thursday, then the NAV for the immediately
following Friday is eliminated and the month end NAV will be the Wednesday or Thursday as the
case may be.
Dealing Day
The next Business day immediately following the Valuation Day, or such other days as may from
time to time be determined by Resolution of Directors, for purposes of issuance of shares pursuant
to these Articles.
Business Day
Any day normally treated as a business day in Mauritius except Saturdays.
DIVIDEND POLICY
Although the income of the Fund will be derived mainly from securities it is the investment
objective of the Fund to seek capital appreciation and all income will therefore be reinvested into
the Fund. It is unlikely that dividends will be paid on Participating Shares. However, the Articles of
Association do provide that the declaration of a dividend is at the Directors discretion.The return to
investors on the investment securities is likely to result from any capital appreciation realised on
their eventual sale.
TAXATION
The following summary of the tax position of the Fund and its investors is based on the law and
practice currently in force in the British Virgin Islands at the date of this Prospectus.
The Fund
The Fund is registered in the British Virgin Islands as a BVI Business Company (“BC”) under the BVI
Business Companies Act (2004). As such it is exempt from all forms of taxation in the British Virgin
Islands. The Fund is required to pay an annual BC fee of US$ 1100 and a single annual fund
recognition fee of US$ 1000.
The Fund may be subject to withholding taxes on income and capital gain on its world-wide
investments. Withholding taxes may be deducted at source on any dividends, interest and/or
capital gains paid on investments held by the Fund.
The Directors intend to conduct the affairs of the Fund so that it does not become resident in the
United Kingdom for taxation purposes. Accordingly, and provided that the Fund does not carry on a
trade in the United Kingdom (whether or not through a branch or agency situated therein), the
Fund will not be subject to United Kingdom income or corporation tax.
Investors
It is expected that investors in the Fund will be resident for tax purposes in countries throughout
the world with the exception of the United States of America and the British Virgin Islands.
Consequently no attempt is made in this document, other than in relation to the British Virgin
Islands to summarise the taxation consequences for the investor subscribing for, holding, selling,
Page 31

edeeming or otherwise acquiring or disposing of Participating Shares. All dividends, interests,
rents, royalties, compensations and other amounts paid by a BC to persons who are not resident in
the British Virgin Islands are exempt from British Virgin Islands taxes and there are no British Virgin
Islands capital gains, estate, inheritance, and succession or gift taxes for non-residents. Prospective
investors should consult their own professional advisers on the possible tax consequences for them
of becoming a shareholder in the Fund as these will depend on the law and practice currently in
force in their country of citizenship, residence or domicile.
CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS
Introduction
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, PROSPECTIVE
INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS
SUPPLEMENT IS NOT INTENDED OR WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED
UPON BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON
INVESTORS UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) SUCH DISCUSSION
IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN; AND (C) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
This summary provides only a general discussion and does not represent a complete analysis of all
tax consequences, many of which may depend on individual circumstances, such as the residence or
domicile of an investor. In particular, this summary does not discuss all of the tax considerations
that may be relevant to certain types of investors subject to special treatment under the U.S.
federal income tax laws, such as financial institutions, insurance companies, investors subject to
the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, taxexempt
organizations, dealers in securities or currencies, investors that will hold the Shares as part
of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes
or investors whose functional currency is not the U.S. Dollar). The summary of U.S. federal income
tax considerations is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
regulations thereunder, and judicial and administrative interpretations thereof, all as of the date
of this Supplement. No assurance can be given that future legislation, regulations, administrative
pronouncements and/or court decisions will not significantly change applicable law and materially
affect the conclusions expressed herein. Any such change, even though made after an investor has
invested in the Fund, could be applied retroactively. Moreover, the effects of any state or local, or
foreign tax law, or of federal tax law other than income tax law, are not addressed in these
discussions and, therefore, must be evaluated independently by each prospective investor.
No ruling has been requested from the U.S. Internal Revenue Service (“Service”) or any other
federal, state, or local agency with respect to the U.S. federal income tax matters discussed
below. This summary does not in any way either bind the Service or the courts or constitute an
assurance that the income tax consequences discussed herein will be accepted by the Service, any
other U.S. federal, state or local agency, or the courts.
THIS SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. NOTHING HEREIN IS OR SHOULD
BE CONSTRUED AS LEGAL OR TAX ADVICE TO ANY INVESTOR. ACCORDINGLY, EACH PERSON
CONSIDERING AN INVESTMENT IN THE FUND SHOULD CONSULT HIS, HER, OR ITS OWN TAX
ADVISER TO UNDERSTAND FULLY THE POSSIBLE FEDERAL INCOME AND OTHER TAX
CONSEQUENCES TO IT OF SUCH AN INVESTMENT.
Taxation of the Fund as a Corporation
The Fund is treated as a corporation for U.S. federal income tax purposes. In general, the Fund
intends to conduct its affairs such that it is not deemed to be engaged in a trade or business in the
United States. Accordingly, under present law, the Fund is not subject to any United States federal
income tax on its capital gains whether from sources within or without the United States. Although
Page 32

gain from securities that are classified as “United States real property interests” within the
meaning of section 897 of the Code would be treated as income that is effectively connected with a
U.S. trade or business (and thus subject to U.S. federal income tax), the Fund does not presently
intend to buy any securities which would be so classified. If the Fund received income that was
treated as effectively connected with a U.S. trade or business, such income would be subject to
U.S. federal income tax, which would reduce the Fund’s, and thus the investors’, total return.
The Fund will be subject to a 30% U.S. withholding tax payable with respect to items of “fixed or
determinable annual or periodical” income considered to be from sources within the United States,
which term includes, among other things, certain interest income, dividends (which generally
include “dividend equivalent” payments, as such term is defined in the Code), rents and royalties.
Generally, interest received by the Fund upon obligations issued after July 18, 1984 which are
either in registered form or in bearer form where there are arrangements reasonably designed that
the obligations will be sold only to non-U.S. persons is exempt from this withholding tax.
Furthermore, beginning after December 31, 2012, unless the Fund (i) agrees to collect and disclose
to the United States Treasury certain information with respect to its U.S. investors and their
investments and (ii) meets certain other conditions, then pursuant to recently enacted legislation,
any payment of dividends, interest, and certain other categories of income from sources within the
United States, or of proceeds from the sale of property that can produce dividends or interest from
sources within the United States will generally be subject to a 30% U.S. federal withholding tax.
Under certain circumstances, non-U.S. persons may be eligible for refunds or credits of such taxes.
In connection therewith, the Fund reserves the right to require each Shareholder to provide it with
any information as is necessary for the Fund to comply with, or satisfy any of their respective
obligations under, any and all applicable laws, rules and regulations including, without limitation,
the Code and applicable U.S. Treasury regulations.
Passive Foreign Investment Company Considerations for U.S. Tax Persons
It is expected that the Fund will be a passive foreign investment company (“PFIC”). A PFIC is any
foreign corporation (with certain exceptions) that meets either of the following tests: (1) at least
75% of its gross income is passive or (2) an average of at least 50% of its assets produce, or are held
for the production of, passive income. PFIC distributions are not eligible for the 15% maximum
federal income tax rate applicable to “qualified dividend income” of non-corporate U.S. Tax
Persons.
A “U.S. Tax Person” means a beneficial owner of Shares that is, for U.S. federal income tax
purposes, (1) a citizen or resident of the United States, (2) a corporation (or other entity treated as
such for U.S. federal tax purposes) organized or incorporated under the laws of the United States or
any political subdivision thereof, (3) an estate, the income of which is subject to U.S. federal
income taxation regardless of its source, and (4) a trust (if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust).
A U.S. Tax Person is generally subject to federal income tax on any “excess distribution” that it
receives on the stock of a PFIC or any gain it realizes on disposition of Shares as if the distribution
was received or the gain was realized over the U.S. Tax Person’s entire holding period for the
Shares. Amounts allocated to the current year are treated as ordinary income rather than (if
applicable) capital gain, and federal income tax is payable on amounts allocated to each prior
taxable year at the highest rate in effect for each such taxable year, plus interest as if the tax had
actually been due in each prior taxable year.
If a U.S. Tax Person elects to treat the Fund as a “qualified electing fund” (“QEF”), then in lieu of
the foregoing tax and interest obligation, the U.S. Tax Person would be required to include in
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income each year its pro rata share of the Fund’s annual ordinary earnings and net capital gain
even if the Fund did not distribute those earnings and gain to the U.S. Tax Person. Fund losses,
however, will not flow through on a current basis to a U.S. Tax Person making a QEF election for
the Fund. If a U.S. Tax Person invests in a PFIC through a U.S. partnership, the partnership would
make the QEF election. To make and maintain the QEF election, a U.S. Tax Person must each year
obtain an annual information statement from the Fund
In addition, a U.S. Tax Person may elect to mark-to-market “marketable” stock in a PFIC.
However, the mark-to-market election will generally not be available to U.S. Tax Persons because
the Shares will not be actively traded on an established securities market and will thus not be
“marketable.”
The rules described above may apply to certain U.S. Tax Persons who own an interest in the Fund
indirectly. A U.S. Tax Person that owns an interest in an entity that is an actual holder of Shares
will be treated as an indirect holder if (i) the actual holder is itself a PFIC, (ii) the actual holder is a
foreign corporation other than a PFIC in which the U.S. Tax Person who owns an interest in the
actual holder owns (directly or indirectly) at least 50% in value of the actual holder’s shares, or (iii)
the actual holder is a partnership, trust or estate in which the U.S. Tax Person is a partner or
beneficiary. An indirect holder must take into income its portion of any excess distribution received
by the actual holder or any gain recognized by the actual holder on a disposition of the Shares. An
indirect holder also must treat an appropriate portion of its gain on the sale or disproportion of its
interest in the actual holder as gain on the sale of the Shares.
Whether or not a QEF election or mark-to-market election is made, all U.S. Tax Persons generally
will be required to report annually to the Service certain information with respect to their
ownership of Shares, whether or not Shares are disposed of, or the U.S. Tax Person receives an
excess distribution from the Fund. Form 8621 is used for this purpose and must be attached to the
tax returns of such U.S. Tax Persons. The requirement that a Form 8621 must be filed each year has
been suspended until the new Form 8621 is released. Until the new Form 8621 is released, U.S.
Tax Persons must generally file Form 8621 only under certain circumstances.
Controlled Foreign Corporation Considerations for U.S. shareholders
A U.S. Tax Person that is a “U.S. shareholder” (as defined below) of the Fund will generally be
subject to another special set of tax rules in any period when the Fund is a “controlled foreign
corporation” (“CFC”). In general, a U.S. Tax Person that is a U.S. shareholder must include in
income currently its pro rata share of, among other things, the CFC’s “Subpart F income,” whether
or not currently distributed to such shareholder. “Subpart F income” includes various types of
passive income, including dividends, interest, gains from the sale of stock or securities, gains from
certain futures transactions in commodities and certain sales and services income. A “U.S.
shareholder” is generally defined as any U.S. person (including a U.S. partnership) that owns (or,
after the application of certain constructive stock ownership rules, is deemed to own) 10 per cent
or more of the total combined voting power of all classes of stock entitled to vote of the foreign
corporation. A foreign corporation will be treated as a CFC if more than 50% of the stock of such
foreign corporation, determined by reference to either vote or value, is owned (or, after the
application of certain constructive stock ownership rules, is deemed to be owned) by “U.S.
shareholders.” “Subpart F income” of a CFC that is currently taxed to a “U.S. shareholder” is not
subject to tax again in its hands when actually distributed to such shareholder. Where there is an
overlap of income inclusion under the Subpart F rules and the QEF rules, the Subpart F rules take
precedence and such income is in any event taxed only once. In addition, a corporation will not be
treated with respect to a shareholder as a PFIC during the “qualified portion” of such shareholder’s
holding period with respect to stock in such corporation. Generally, the term “qualified portion”
means the portion of the shareholder’s holding period during which the shareholder is a “U.S.
shareholder” and the corporation is a CFC. Based on the expected distribution of Shares and
continuing U.S. sales restrictions, the Manager believes that the Fund will not be considered a CFC,
Page 34

although there can be no assurance that the Fund will not become a CFC in the future. Prospective
investors should consult their own advisers regarding the implications of this issue.
Investment by ERISA and Other Tax-Exempt Entities.
Generally, a U.S. Tax Person that is subject to ERISA or is otherwise exempt from payment of U.S.
federal income tax (such persons hereinafter referred to as “Tax-Exempt U.S. Persons”) are exempt
from federal income tax on certain categories of income, such as dividends, interest, capital gains
and similar income realized from securities investment or trading activity. This type of income is
exempt even if it is realized from securities trading activity that constitutes a trade or business.
This general exemption from tax does not apply to the “unrelated business taxable income”
(“UBTI”) of a Tax-Exempt U.S. Person. Generally, except as noted above with respect to certain
categories of exempt trading activity, UBTI includes income or gain derived from a trade or
business, the conduct of which is substantially unrelated to the exercise or performance of the Tax-
Exempt U.S. Person’s exempt purpose or function. UBTI also includes (i) income derived by a Tax
Exempt U.S. Person from debt-financed property and (ii) gains derived by a Tax-Exempt U.S. Person
from the disposition of debt-financed property.
While the Fund may purchase securities on margin and otherwise utilize leverage in connection
with its investments, under current law that leverage should not be attributed to, or otherwise
flow through to, Tax-Exempt U.S. Persons that are shareholders. Accordingly, any dividends from
the Fund or gain on the sale or redemption of Shares in the Fund should not constitute UBTI to a
Tax-Exempt U.S. Person, assuming the Tax-Exempt U.S. Person does not borrow money or
otherwise utilize leverage in purchasing its Shares in the Fund.
Taxation of Partners in a Fund Investor that is a Partnership
The U.S. federal income tax treatment of a partner in a partnership that holds Shares will depend
on the status of the partner and the activities of the partnership. In general, if a U.S. partnership
holds Shares of the Fund, a non-U.S. corporation that is a partner in that partnership will not be
subject to U.S. federal income tax on its share of Fund dividends, if any, the partnership receives
or gains the partnership recognizes on the sale, exchange or redemption of those Shares, provided
the non-U.S. corporation is not otherwise subject to U.S. taxation. Prospective investors that are
partnerships should consult their tax advisers concerning the U.S. federal income tax consequences
to their partners of the acquisition, ownership and disposition of Shares by the partnership.
GENERAL INFORMATION
Information to shareholders
The first financial period of the Fund ended on 31st March, 1998.The financial year of the Fund
ends on 31 March in each year. Copies of the audited annual accounts will be mailed to all
registered shareholders of the Fund and are also available for inspection and can be requested from
the Administrator four months after the financial year end.
The Directors will convene meetings of the shareholders of the Fund at such times and in such
places, as they consider necessary or desirable. Notices convening the meetings will be sent to
Page 35

shareholders at their registered address not later than twenty one days before the date fixed for
the meeting.
The un-audited semi-annual reports and the audited annual financial statements for the Fund will
be sent to shareholders within four and six months, respectively, of the end of the period to which
they relate.
An abridged version of the audited annual financial statements must be filed with the Stock
Exchange of Mauritius Ltd as soon as it is approved by or on behalf of the board and not later than
90 days after its balance sheet date.
A copy of the Annual Report shall be filed with the Stock Exchange of Mauritius Ltd within 90 days
of, but not later than 6 months after its balance sheet date.
Borrowing Powers
The Directors have the power to borrow and to charge its assets but will restrict the borrowing of
the Fund to an amount equal to 10 per cent of the Net Asset Value of the Fund at the time of the
borrowing provided that the purpose of such borrowing by the Fund is the payment of redemption
proceeds. It is the Directors’ intention not to actively make use of these borrowing powers.
Indebtedness
At the date of this Prospectus, the Fund has no outstanding loan capital, borrowing or indebtedness
in the nature of borrowing, including bank overdrafts, liabilities under acceptances, acceptance
credits, mortgages, charges, hire purchase commitments or any guarantees or other material
contingent liabilities.
Dividends
The Directors may, by resolution, declare a dividend on the Participating Shares but no dividend
shall exceed the amount recommended by the Directors. The Directors may from time to time as
they think fit, in the interest of the shareholders, declare such interim dividends as appear to them
to be justified by the profits of the Fund.
No dividends shall be payable except out of such funds as may be lawfully distributed as dividends.
All dividends unclaimed for five years after having been declared may be forfeited by the Directors
for the benefit of the Fund. No dividend shall bear interest against the Fund.
Voting Rights
Except as provided for in the Articles, holders ofthe Participating Shares shall not be entitled to
notice of, attend or vote at meetings of shareholders.
At any meeting of shareholders permitted to vote, whether on a show of hands or on a poll, all
persons present in person or by proxy, shall have one vote for every voting share of which he is the
holder.
In the case of joint holders of a share each of them may be present in person or by proxy at a
meeting of shareholders and may speak as a shareholder; if only one of them is present in person or
Page 36

y proxy, he may vote on behalf of all of them; and, if two or more are present in person or by
proxy, then they must vote as one.
On a poll, votes may be cast either personally or by proxy.
The instrument appointing a proxy shall be produced at the place appointed for the meeting before
the time for holding the meeting in which the person named in such instrument proposes to vote.
An instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept
as properly evidencing the wishes of the shareholders appointing the proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his
attorney duly authorised in writing or, if the appointer is a corporation, either under its common
seal or under the hand of an officer or attorney if so authorised. The Chairman of any meeting at
which a vote is cast by a proxy so authorised may call for a notarially certified copy of such
authority, which shall be produced within seven days of being so requested or the vote, or votes
cast by such proxy shall be disregarded.
Any corporation which is a shareholder, may, by Resolution of Directors or other governing body,
authorise such person as it thinks fit to act as its representative at any meeting of the shareholders
and the person so authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if it were an individual
shareholder.
Variation of Rights
Subject to the provisions of the BVI Business Companies Act (2004) of the British Virgin Islands, the
un-issued Participating Shares of the Fund shall be at the disposal of the Directors who may without
limiting or affecting any rights previously conferred on the holders of any existing shares or class of
shares, offer, allot, grant options over or otherwise dispose of them to such persons at such times
and upon such terms and conditions as the Fund may, by Resolution of Directors, determine.
If at any time the authorised shares are divided into different classes or series of shares other than
those provided for in the Articles as initially executed, the rights attached to any existing class or
series (unless otherwise provided by the terms of issue of the shares of that class or series) may,
whether or not the Fund is being wound up, be varied with the consent in writing of the
shareholders holding interests aggregating to a majority of 75 per cent of the issued shares of that
class or series of shares which may be affected by such variation. Where the rights of an existing
class or series of shares are not changed, the directors may by resolution issue such new class or
series of shares and upon such terms and conditions as they may deem appropriate. The consent of
any existing class of shareholders is not required in such circumstances.
The rights conferred upon the holders of the shares of any class or series issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of
that class or series, be deemed to be varied by the creation or issue of further shares ranking pari
passu therewith.
Suspension of Valuations
The Directors may declare a suspension of the determination of the Net Asset Value of the Fund
and/or issue/redemption of any Participating Shares during for the whole or any part of a period
during which:
Page 37

1) one or more of the principal markets or stock exchange which provide a basis for valuing a
substantial portion of the assets of the Fund from time to time are closed, otherwise than for
ordinary holidays, or trading thereon is suspended; or
2) circumstances exist as a result of which, in the opinion of the Directors, it is not reasonably
practicable for the Fund to realise or dispose of investments or to determine the Net Asset
Value; or
3) a breakdown occurs in any of the means normally employed by the Directors in ascertaining the
value of assets or if for any reason any part of the Fund cannot be readily and accurately
determined as required; or
4) as a result of political, economic, military or monetary events or any circumstances outside the
control, responsibility or power of the Directors, disposal of the assets of the Fund is not
reasonably practicable at all or without this being seriously detrimental to the interests of
shareholders, or in the opinion of the Directors renders a calculation of the Net Asset Value of
the Fund to be flawed in any way; or
5) for any other reason the value of the assets of the Fund cannot reasonably be ascertained; or
6) as a result of exchange restrictions or other restrictions affecting the transfer of investments,
transactions on behalf of the Fund are rendered impracticable or if sales, purchases, deposits
and withdrawals of the assets cannot be effected at normal exchange rates; or
7) the payment or receipt of the proceeds of the realization of any of the Fund’s investments is
the subject of delay.
The Directors will use their best endeavours to call the notice of the shareholders to such
suspensions and the ending of suspensions.
No issue of Participating Shares will take place during any period when calculation of Net Asset
Value and the redemption of Participating Shares are suspended. Notice of any suspension will be
given to any shareholder tendering his shares for redemption. If the request is not withdrawn and
the relevant notice period has expired, the redemption will take place as at the first Valuation Day
on the first Dealing Day following the termination of the suspension.
A suspension of valuations will result, ipso facto, in a suspension of redemptions.
Proceedings at General Meetings
No business shall be transacted at any meeting unless a quorum of shareholders is present at the
time when the meeting proceeds to business. A quorum shall consist of the holder or holders
present in person or by proxy of not less than one quarter of the Shares entitled to vote. Any holder
of shares of the class present in person may demand a poll.
Winding Up
In the event of a winding up of the Fund, under the BVI Business Companies Act (2004), the
Directors of the Fund or the Shareholders in a general meeting shall appoint a liquidator to realise
the assets of the Fund.
The liquidator may, in accordance with a resolution of holders of Participating Shares, divide
amongst the holders of Participating Shares and Founder Shares in specie or in kind the whole or
Page 38

any part of the assets of the Fund (whether or not they consist of property of a single kind) and
may for such purpose set such value as he deems fair upon any property to be divided as aforesaid
and may determine how such division of the property shall be carried out as between holders of
both share classes. The liquidator may vest the whole or any part of such assets in trust for the
benefit of holders of both share classes as the liquidator shall think fit. The liquidation may be
closed and the Fund dissolved in such a way so that no holders of either share class shall be
compelled to accept any shares or other securities in respect of which there is a liability.
Directors’ Interests
At the date of this Prospectus no Director has any interest in the Participating Share capital of the
Fund or any options in respect of such capital. However it is the intention of Mr. Legat and Mr.
Chew to subscribe for Participating Shares under the terms of the Offer.
There are no service contracts between the Fund and any of its Directors nor are any such contracts
proposed.
Provisions in the Articles relating to Directors
The Articles contain inter alia provisions relating to the Directors summarised below.
Subject to any subsequent amendment to change the number of Directors, the number of the
Directors shall not be less than two. A Director need not be a holder of any share class of the Fund
but shall be entitled to attend and speak at any meeting of the Shareholders and at any specific
meeting of the holders of any class of shares in the Fund.
The Directors shall be elected either by the Shareholders or the existing Directors for such term as
the Shareholders or the Directors may determine. A vacancy arising in the board of Directors may
be filled either by the Shareholders or by the remaining Directors.
A Director may hold any other office or position of profit under the Fund (except that of auditor) in
conjunction with his office of Director, and may act in a professional capacity to the Fund on such
terms as to remuneration and otherwise as the Directors shall determine.
No Director shall be disqualified by his office from contracting with the Fund, either as vendor,
purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of
the Fund in which any Director shall be in any way interested be voided. Any Director so
contracting or being so interested shall not be liable to account to the Fund for any profit realised
by any such contract or arrangement. A Director may be counted as one of a quorum upon a motion
in respect of any contract or arrangement which he shall make with the Fund, or in which he is so
interested as aforesaid and may vote upon such motion. The Directors may, by resolution, fix the
emoluments of Directors in respect of services rendered or to be rendered in any capacity to the
Fund. The Directors may also be paid such travelling, hotel and other expenses properly incurred by
them attending and returning from meetings of the Directors or any committee of the Directors or
meetings of the Shareholders, or in connection with the business of the Fund as shall be approved
by the resolution of Directors. The Directors have the power to appoint such company, firm or
person as they see fit to undertake any duties and to exercise such powers as are available to the
Directors.
Each Director holds office until his successor takes office or until his earlier death, resignation or
removal.
Material Contracts
Page 39

The following contracts which are or may be material have been entered into otherwise than in the
ordinary course of business:
1) Management Agreement dated 30 th November 2005 between the Fund, and the Manager
under which Imara Asset Management Limited has agreed to provide management services
to the Fund.
2) Administration Agreement dated 26 June 2012 between the Manager and the Administrator
whereby the latter has agreed to provide administration and registrar services.
3) Custodian Agreement dated 26 June 2012 between the Fund and the Custodian, whereby
the latter is appointed the Custodian of the assets of the Fund.
Miscellaneous
At this date the Fund has not been engaged in and is not currently engaged in any litigation or
arbitration nor, so for as the Directors are aware, is there any litigation or claim pending or
threatened against the Fund.
No pre-emption rights are attached to the Participating Shares.
No share or loan capital of the Fund is under option or is agreed to be put under option.
The Fund has not and does not intend to establish any place of business in Great Britain or Ireland.
Documents Available For Inspection
Copies of the above mentioned contracts, together with a copy of the Memorandum and Articles of
Association of the Fund, the BVI Business Companies Act (2004), the Administration and Custodian
Agreements and the latest annual report and audited accounts may be inspected free of charge
during normal business hours on any week day other than a Saturday, Sunday or public holiday at
the offices of the Administrator at Cim Fund Services Ltd, 3 rd Floor Rogers House, 5 President John
Kennedy Street, Port-Louis, Mauritius.
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Indemnities
Indemnity out of the Asset and Property of the Fund
The Directors, the Manager, their officers and employees and delegates are indemnified out of the
Asset and Property of the Fund in respect of all liabilities incurred in the execution or purported
execution of their rights, powers, duties, authorities or discretion under the Articles, and against all
actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted to
be done by them and any sums to which they are entitled under the Articles, other than where they
arise out of the fraud, negligence, wilful misconduct, bad faith, reckless disregard for or breach of
the duties and obligations of such person in relation to the Fund.
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Appendix I - Additional Derivatives Definitions
CFTC
the US Commodity Futures Trading Commission and any regulatory body which takes over all (or
substantially all) of its regulatory functions.
Derivative Contract
a cash-settled or physically-settled financial instrument, traded on an exchange or over-thecounter,
the value of which is derived from the value of one or more underlying securities, equity
indices, debt instruments, currencies, interest rates, commodities, other derivative instruments,
assets, factors or any agreed upon pricing index or arrangement.
Delta Adjusted Notional Amount
in relation to a derivative contract which is referenced to securities, the underlying notional value
of such securities to which the derivative contract is referenced, adjusted by the applicable delta
factor to reflect the relationship between price changes in the derivative contract and price
changes in the underlying securities.
Derivative Cash Position
an applicant’s liquid assets that are held or recorded in an account with a counterparty to a
derivative contract (to which the applicant is also party) for the purposes of, or in connection with,
the applicant’s derivatives trading with that counterparty including, without limitation, any margin
transferred to such counterparty to collateralise the applicant’s trading in derivatives contracts and
any profits held in account with the counterparty that have been realised from
Financial Resources Requirement
in relation to a legal person, a requirement either that such person has €200M in financial resources
(or its equivalent in another currency) or has all of its obligations to the applicant irrevocably and
unconditionally guaranteed by, or is an unlimited liability subsidiary of, an entity that has €200M in
financial resources (or its equivalent in another currency).
FSA
means the United Kingdom Financial Services Authority and any regulatory body which takes over
all (or substantially all) of its regulatory functions.
Liquid Assets
cash; cash equivalents; money market instruments; and other transferable financial instruments
which are sufficiently liquid that, during normal business hours in the relevant market, they are
usually capable of being sold at close to their mid-market value on an intra-day basis.
Page 42

Recognised Clearing House
The following clearing houses: The CME Clearing House; The Clearing Corporation; LCH.Clearnet;
Eurex Clearing AG; and any other clearing house which the fund demonstrates affords to its
members a level of protection which is commensurate with that afforded to their members by the
clearing houses listed above.
Recognised Regulatory Authority
Any regulatory authority which is charged with the regulation and supervision of financial services
firms under the law of any EU Member State and of the following countries:
(a) Australia;
(b) Canada;
(c) Hong Kong;
(d) Japan;
(e) Singapore;
(f) Switzerland;
(g) United States; and
(h) any other jurisdiction specified for these purposes by the Exchange from time to time.
Regulatory Requirement
in relation to a legal person, a requirement that that person is regulated for conduct of business
purposes by one or more recognised regulatory authorities.
Securitised Derivative
a derivative contract that takes the form of a freely transferable security.
Specified Credit Rating
a minimum credit rating of ‘A2’ for long term debt from the credit agency of Moody’s or ‘A’ from
Standard & Poor’s or Fitch and a minimum of ‘P-1’ or ‘A-1’ or ‘F1’, respectively, for short term
debt from those same agencies.
Specified Credit Rating Requirement
in relation to a legal person, a requirement either that such person or that a parent company of
such person has the specified credit rating.
Page 43